Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to Merger Sub on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $500,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. Subject to and upon the terms and conditions herein set forth hereinforth, each Lender Bank having a Commitment under the relevant Portion severally agrees to make Revolving Loans (i) in the case of any Borrowing under the A Term Loan Facility or the B Term Loan Facility, in each case, on the Closing Date, (ii) in the case of any Borrowing under the Acquisition Portion after the Closing Date and prior to the Borrowers Acquisition Term Loan Commitment Termination Date in connection with Designated Acquisitions, (iii) in the case of any Borrowing under the Revolving Portion, at any time and from time to time during on or after the Availability Period Closing Date and prior to the Revolving Loan Commitment Termination Date, and (iv) in the case of any Borrowing of Swingline Loans, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, to make a Loan or Loans to the Applicable Borrower, which Loans shall be drawn under the Loan Facility (including the Term Portion, the Acquisition Portion and Revolving Portion thereof or which shall be made as Swingline Loans), as set forth below. (a) Loans under the Term Portion of the Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans") may be made under the A Term Loan Facility (each, an "A Term Loan" and, collectively, the "A Term Loans") and the B Term Loan Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Company. Once repaid, Term Loans may not be reborrowed. (i) Each A Term Loan under the A Term Loan Facility (A) shall be made as a single drawing on the Closing Date in an amount not to exceed the Total A Term Loan Commitment, (B) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Company's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; pro- vided that all Term Loans made by all Banks having an A Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (C) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the A Term Loan Commitment of such Bank. (ii) Each B Term Loan under the B Term Loan Facility (A) shall be made as a single drawing on the Closing Date in an amount not to exceed the Total B Term Loan Commitment, (B) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Company's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; provided that will all Term Loans made by all Banks having a B Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06) and (C) shall not result exceed for any Bank at any time outstanding that aggregate principal amount which equals the B Term Loan Commitment of such Bank. (b) Loans under the Acquisition Portion of the Loan Facility (each an "Acquisition Term Loan") (i) shall be made to a U.S. Borrower after the Closing Date and prior to the Acquisition Term Loan Commitment Termination Date (the date of such Borrowing of an Acquisition Term Loan, the "Acquisition Term Loan Closing Date") to effect Designated Acquisitions, (ii) shall, at the option of the Applicable Borrower, be Base Rate Loans or Reserve Adjusted Eurodollar Loans; provided that all Acquisition Term Loans made by all Banks having an Acquisition Term Loan Commitment pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06), (iii) shall not exceed for any Bank at any time outstanding the Acquisition Term Loan Commitment of such Lender’s Revolving Credit Exposure exceeding Bank at such Lender’s Commitment. Notwithstanding the foregoingtime, and (iv) shall not be made pursuant to a particular Notice of Borrowing if the aggregate principal amount of Acquisition Term Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each casethen outstanding, after giving effect to the application Acquisition Term Loan requested by such Notice of Borrowing, would exceed the Total Acquisition Term Loan Commitment. Once repaid, Acquisition Term Loans may not be reborrowed. (c) Loans under the Revolving Portion of the proceeds Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time to the U.S. Borrowers after the Closing Date and prior to the Revolving Loan Commitment Termination Date in Dollars, (ii) except as hereinafter provided, shall initially be made as a Base Rate Loan and thereafter shall, at the Applicable Borrower's option and subject to the terms hereof, be a Base Rate Loan or a Reserve Adjusted Eurodollar Loan; provided that all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type (provided that partial conversions are permitted in accordance with Section 1.06), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Bank at any time outstanding the Revolving Loan Commitment of such Bank at such time and (v) shall not in any case be made if the aggregate Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the Revolving Loan requested by the relevant Notice of Borrowing and any Swingline Loans subject to outstanding Notices of Borrowing, plus the Dollar Equivalent amount of Letter of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, would exceed the lesser of (y) the Total Revolving Loan Commitment or (z) the Borrowing Base as shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01. (d) Swingline Loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Swingline Expiry Date (x) to the U.S. Borrowers by the U.S. Swingline Banks in Dollars; (y) to each Canadian Borrower by the Canadian Swingline Banks in Canadian Dollars; and (z) to the U.K. Borrower by the U.K. Swingline Banks in Pounds Sterling, (ii) shall be made (x) to the U.S. Borrowers as Base Rate Loans; (y) to each Canadian Borrower, at its option and subject to the terms hereof, in the form of an Acceptance (on the terms and conditions provided for herein and in Schedule 1.16) or a Prime Rate Loan; provided that all Canadian Swingline Loans made by all Canadian Swingline Banks pursuant to the same Borrowing shall, unless otherwise specifically provided for herein, consist entirely of Loans of the same Type; and (z) to the U.K. Borrower, at its option and subject to the terms hereof, as U.K. Base Rate Loans or Reserve Adjusted Eurodollar Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed the applicable Maximum Swingline Amount or the Total Revolving Loan Commitment, (v) shall not in any case be made if the aggregate Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the Dollar Equivalent amount of Swingline Loans being requested and any Revolving Loans subject to outstanding Notices of Borrowing, plus the Dollar Equivalent amount of Letter of Credit Usage, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, would exceed the lesser of (y) the Total Revolving Loan Commitment or (z) the Borrowing Base as shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and in compliance with Section 6.01 or was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01, and (vi) in the case of U.S. Swingline Loans shall constitute the joint and several obligations of the U.S. Borrowers. No Swingline Bank shall be obligated to make any Swingline Loans at a time when a Bank Default exists unless such Swingline Bank has entered into arrangements satisfactory to it to eliminate such Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Dollar Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(d), no Swingline Bank shall make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as such Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Administrative Agent, in good faith, believes such Default or Event of Default has ceased to exist. The Canadian Swingline Loans shall be deemed to include the face amount of all issued but unmatured Acceptances in connection with the amount of the utilization thereof by the Canadian Bor- rowers, but the Canadian Swingline Loans shall not include the face amount of all issued but unmatured Acceptances in determining the principal amount of such Loans on which the Canadian Borrowers shall pay interest. (e) Notice to the Administrative Agent (which shall give notice to all Revolving Facility Banks) (i) may be given on any Business Day, in the sole discretion of the U.S. Swingline Bank with respect to the U.S. Swingline Loans, (ii) may be given by any Swingline Bank upon the occurrence of an Event of Default under Section 8.01, and (iii) shall be deemed to be automatically given by each Swingline Bank with respect to all Swingline Loans upon the occurrence of an Event of Default under Section 8.05 (with respect to Holdings or the Company or any of its Significant Subsidiaries) or upon the exercise of any of the remedies provided in the last paragraph of Section 8, that the Dollar Equivalent of such Swingline Bank's outstanding Swingline Loans to the Applicable Borrower shall be funded with a Borrowing in Dollars of Revolving Loans. In such case, Revolving Loans in Dollars, for the benefit of the U.S. Borrowers, constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Facility Banks (without giving effect to any reductions thereto pursuant to the last paragraph of Section 8) pro rata based on each Bank's Dollar Percentage and the proceeds thereof shall be applied directly to the Applicable Swingline Bank to repay such Swingline Bank for such outstanding Swingline Loans. Each Revolving Facility Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Applicable Swingline Bank notwithstanding (i) that the amount of any Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 4 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Revolving Facility Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for the Dollar Equivalent of any payments received from the Applicable Borrower (or Borrowers) on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Revolving Facility Banks to share in the Dollar Equivalent of such Swingline Loans ratably based upon their Dollar Percentage; provided that (x) all interest payable on the Swingline Loans shall be for the account of the applicable Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Facility Bank shall be required to pay the applicable Swingline Bank interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,650,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. (b) Subject to and upon the terms and conditions herein set forth, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower from time to time after the Closing Date until, but not including, the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans (i) shall not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Delayed Draw Term Loan Commitment, (iii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all such Delayed Draw Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Delayed Draw Term Loans of the same Type and (iv) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term Loans (if and when funded) shall be added to and a part of the Initial Term Loans, shall have the same terms as the Initial Term Loans and the Initial Term Loans and the Delayed Draw Term Loans shall be treated as part of a single class of Initial Term Loans for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. (c) Subject to and upon the terms and conditions set forth herein, herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans may by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (i) Subject to and upon the terms and conditions herein set forth, each Cashless Option Lender severally agrees to exchange its Existing Term Loan for a like principal amount of Tranche B-1 Term Loans (or such lesser amount as determined by the Amendment No. 1 Arrangers) on the Amendment No. 1

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having a Term Loan Commitment severally agrees to make Revolving Loans a loan or loans (each a "Term Loan" and, collectively, the "Term Loans") to the Borrowers Borrower, which Term Loans (i) shall be made on the Closing Date and on any other single date during the Term Loan Availability Period, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iv) shall not exceed for any such Lender the Term Loan Commitment of such Lender and (v) shall not exceed in the aggregate the Total Term Loan Commitment. On the Term Loan Maturity Date, all Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans (each a "Revolving Credit Loan" and, collectively, the "Revolving Credit Loans") to the Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Revolving Credit Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iii) may be repaid and reborrowed in an accordance with the provisions hereof, (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount that will not result in which, when added to the product of (x) such Lender’s 's Revolving Credit Exposure exceeding Commitment Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings at such Lender’s Commitment. Notwithstanding the foregoing, time and (II) the aggregate principal amount of all Swingline Loans outstanding at any time to then outstanding, equals the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability Lender at such time and (in each casev) shall not, after giving effect thereto and to the application of the proceeds thereof, exceed for all Lenders at any time outstanding the aggregate principal amount that, when added to the sum of (x) the Letter of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, equals the Total Revolving Credit Commitment then in effect. On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, Chase in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, exceed in the aggregate at any time outstanding the principal amount that, when added to the aggregate principal amount of all Revolving Credit Loans then outstanding and all Letter of Credit Outstandings at such time, equals the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full. Chase shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or Event of Default exists and is continuing until such time as Chase shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such LoanDefault or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, Chase may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case a Borrowing of Revolving Credit Loans constituting ABR Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender's Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to Chase to repay Chase for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by Chase notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of Chase, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender hereby agrees that it shall forthwith purchase from Chase (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of Chase until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing same from and after such date of purchase.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Revolving Credit Lender agrees agrees, severally and not jointly, to make Revolving Credit Loans to the Borrowers any Borrower, at any time and from time to time during on or after the Availability Period Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding the lesser of such Lender’s CommitmentRevolving Credit Commitment and such Lender’s Pro Rata Percentage of the Borrowing Base. Notwithstanding Within the limits of the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions conditions and limitations otherwise set forth herein, including each Borrower may borrow, pay or prepay and reborrow Revolving Credit Loans. (b) The Administrative Agent shall be authorized, in its discretion, at any time that any conditions in Section 4.02 are not satisfied, to make Revolving Credit Loans in Dollars that are ABR Loans (any such Revolving Credit Loans made pursuant to this Section 2.01(b), “Protective Loans”) in an aggregate amount not to exceed $10,000,000 at any time outstanding, if the requirement Administrative Agent reasonably deems such Protective Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations; provided that no Protective Loan shall continue outstanding for more than 90 consecutive days (and no further Protective Loan may be made hereunder for at least five consecutive days after the repayment by the Borrowers of any outstanding Protective Loans). Protective Loans shall constitute Revolving Credit Loans and Obligations secured by the Collateral and shall be entitled to all of the benefits of the Loan Documents. Immediately upon the making of a Protective Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Administrative Agent a risk participation in such Protective Loan in an amount equal to such Lender’s Pro Rata Percentage of such Protective Loan. From and after the date, if any, on which any Lender is requested by the amount thereof exceeds Availability at Administrative Agent to fund, and has funded its participation in any Protective Loan purchased hereunder, the Administrative Agent shall promptly distribute to such time Lender, such Lender’s Pro Rata Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Loan (in each caseand prior to such date, after giving effect all payments on account of the Protective Loans shall be payable to the application Administrative Agent solely for its own account). The Supermajority Lenders may at any time revoke the Administrative Agent’s authority to make further Protective Loans by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Loan is appropriate shall be conclusive. In no event shall Protective Loans cause any Lender’s Revolving Credit Exposure to exceed such Lender’s Revolving Credit Commitment. Protective Loans shall be payable by the proceeds of such Loan)applicable Borrower on demand.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender Lender, severally and not jointly, agrees to make Revolving Global Loans to the Borrowers in U.S. Dollars or in one or more Alternative Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, or (ii) the sum of the total Credit Exposures exceeding the total Commitments. Notwithstanding Within the foregoing, the aggregate principal amount of Loans outstanding at any time foregoing limits and subject to the Borrowers shall not exceed (1) the lesser of (A) the Commitment terms and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limitsconditions set forth herein, the Borrowers may borrow, repay (or prepay) prepay and reborrow Revolving Global Loans, on and after the date hereof through . (b) At any time during the Availability Period, if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender (such acceptances not to be unreasonably withheld) to become a Lender or by agreeing with an existing Lender that such Lender’s Commitment shall be so increased. Upon execution and delivery by the Borrowers and such Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of the Lender with such a Commitment hereunder; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of such increase which is effective on any day shall be at least $10,000,000, and (iii) the aggregate amount of the Commitments shall at no time exceed $2,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.01(b), within five Business Days in the case of the ABR Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Loans comprising each Eurocurrency Borrowing then outstanding, the Borrowers shall prepay such Loans in their entirety, and, to the extent the Company elects to do so and subject to the termsconditions specified in Article 4, provisions and limitations set forth herein, including the requirement that no Loan Borrowers shall be made hereunder if reborrow Loans from the amount thereof exceeds Availability at such time (Lenders in each case, proportion to their respective applicable Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the application of the proceeds of Lenders in such Loan)proportion.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,590,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) [Reserved]. (c) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date of such Revolving Credit Commitment, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or Term SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender (acting through any of its branches or affiliates) severally, but not jointly, agrees to make Revolving Loans (other than Swingline Loans which shall be governed by Section 2.09) in U.S. dollars to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s CommitmentCommitment or (ii) the total Revolving Credit Exposures exceeding the total Commitments. Notwithstanding Within the foregoingforegoing limits and subject to the terms and conditions set forth herein, the aggregate principal amount of Loans outstanding at any time to Borrower may borrow, repay and reborrow the Borrowers shall not exceed Loans. (1b) On the lesser of (A) the Commitment terms and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereofconditions set forth herein, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on upon the Effective Date as reflected in (i) the opening Borrowing Base. If Pre-Petition Loans held by reason the Pre-Petition Lenders which are also Lenders (or Affiliates of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith Lenders) hereunder shall be automatically substituted and in accordance with its customary practices, reduce the effective advance rates exchanged for (subject to further adjustments, downward or upward and repaid by) Loans hereunder on a dollar-for-dollar basis (but not above those in effect and such Pre-Petition Loans shall be deemed refinanced on the Effective Date, and shall constitute and be deemed to be Loans hereunder as of such date) and (ii) the DIP Loans held by the DIP Lenders which are also Lenders (or Affiliates of Lenders) hereunder shall be automatically substituted and exchanged for (and repaid by) Loans hereunder on a dollar-for-dollar basis (and such DIP Loans shall be deemed refinanced on the Effective Date, and shall constitute and shall be deemed to be Loans for all purposes hereunder and under the other Loan Documents as of such date) (the loans in clause (i) and clause (ii) collectively, the “Existing Loans”)) by reducing . Without limiting the Net Orderly Liquidation Value foregoing, such Existing Loans shall be allocated among the Lenders based on each Lender’s Applicable Percentage. The parties hereto acknowledge and agree that on the Effective Date, any accrued and unpaid interest (other than, for the avoidance of Eligible Inventory and/or Eligible LC Inventory used doubt, the Specified Default Interest (as defined in the calculation Prepackaged Plan) and fees due in respect of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limitsDIP Loans, the Borrowers may borrow, repay (or prepayPre-Petition Loans and the Existing Letters of Credit) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect deemed to the application of the proceeds of such Loan)constitute Indebtedness.

Commitments. Subject to the terms and conditions set forth herein, : (a) each Lender agrees agrees, severally and not jointly, to make Revolving Initial Term A Loans in Dollars to the Borrowers Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with Section 2.08(a) and (iii) all Initial Term A Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each Lender agrees, severally and not jointly, to make Revolving Facility Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency to the applicable Borrower from time to time during the Availability Period in an aggregate Dollar Equivalent amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Commitment. Notwithstanding Revolving Facility Commitment of such Class, or (ii) the foregoing, Revolving Facility Credit Exposure of such Class exceeding the aggregate principal amount total Revolving Facility Commitments of Loans such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding at any time prior to the Borrowers shall not exceed (1) the lesser of (A) the Commitment Spinoff Date and (By) no Revolving Facility Loans may be made prior to the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer termination in full of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those Initial Term A Loan Commitments that are in effect on the Effective Closing Date)) by reducing . Within the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject foregoing limits and subject to the foregoing terms and within the foregoing limitsconditions set forth herein, the Borrowers may borrow, repay (or prepay) prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, on severally and after the date hereof through the Availability Periodnot jointly, subject to the terms, provisions terms and limitations conditions set forth hereinin the applicable Incremental Assumption Agreement, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to make Incremental Loans to the application applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of the proceeds of such Loan)Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth hereinforth, each Lender Bank hereby severally agrees to make Revolving Loans lend to the Borrowers from time to time during the Availability Period period from and including the Effective Date to but not including the Final Maturity Date its pro rata Share of the Total Commitment. Each Bank's Commitment and the Total Commitment shall expire in full on the Final Maturity Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, be repaid and, up to but excluding the Final Maturity Date, be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the Final Maturity Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be in Dollars, or in the requested Alternative Currency, in an aggregate principal minimum amount of $10,000,000 (or the Currency Equivalent thereof in any Alternative Currency) and integral multiples, in the case of Loans denominated in Dollars, of $5,000,000 in excess of that will not result amount and, in such Lender’s Revolving Credit Exposure exceeding such Lender’s the case of Loans denominated in an Alternative Currency, in integral multiples of 5,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount of all Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent hereunder denominated in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent Dollars together with the results Currency Equivalent in Dollars of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (all Loans denominated in each caseAlternative Currencies, after giving effect to the application Loan so requested and all other Loans then requested which have not yet been funded, shall exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the proceeds aggregate principal amount of all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall exceed $200,000,000. For purposes of determining (A) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and one (1) Business Day in advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan denominated in an Alternative Currency for purposes of such Loan)a determination at the rate of exchange in effect on such date.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender agrees to make Revolving Loans to the Borrowers Bank severally agrees, at any time and from time to time during after the Availability Period Effective Date and prior to the Final Maturity Date, to make a revolving loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be denominated in an U.S. Dollars, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that (x) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoingwhich, when combined with (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Bank and (II) such Bank's Percentage of the Swingline Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time. (b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time after the Effective Date and prior to the Borrowers Swingline Expiry Date, a revolving loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (1exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base will Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be computed made on the immediately succeeding Business Day by all Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such frequency Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be required pursuant necessary to Section 5.01(j) hereofcause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, and a compliance certificate from a Financial Officer provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the Borrowers presenting its computation will be delivered date the respective assignment is purchased and, to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject extent attributable to the foregoing and within purchased assignment, shall be payable to the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on Bank purchasing same from and after the such date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)purchase.

Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Term Loan Lender holding an Initial Term Loan Commitment severally (and not jointly) agrees to make, on the Closing Date, an Initial Term Loan to the Borrower in Dollars in an amount equal to such Lender’s Initial Term Loan Commitment (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”). Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. The Initial Term Loans shall be made on the Closing Date and may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. The Initial Term Loans may be ABR Loans or Term SOFR Loans as further provided herein. (b) [Reserved]. (i) Subject to and upon the terms and conditions set forth in this Agreement, each Revolving Credit Lender having a Revolving Credit Commitment severally (and not jointly), agrees to make a Revolving Credit Loans in Dollars to the Borrowers Borrower. (ii) Such Revolving Credit Loans (A) shall be made at any time and from time to time during after the Availability Period Closing Date and prior to the Revolving Credit Termination Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in an aggregate principal amount that will not accordance with the provisions hereof, (D) shall not, for any Lender at any time with respect to any Class of Revolving Credit Loan, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure with respect to such Class at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time Revolving Credit Commitment with respect to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure such Class at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j(E) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each casenot, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (d) Each Lender may at its option make any Term SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in material increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous in any material respect to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply).

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans loans to the Borrowers Borrower (each such loan, a “Revolving Loan”), denominated in US Dollars or Euros, from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Commitment and (Bii) the Borrowing Base minus (2) Total Revolving Credit Exposure exceeding the LC Exposure at such timeAggregate Revolving Commitments. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, Within the foregoing limits and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered subject to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory terms and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declinedconditions set forth herein, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers Borrower may borrow, repay (or prepay) and reborrow the Revolving Loans, on and after the date hereof through the Availability Period, subject . (b) Subject to the terms, provisions terms and limitations conditions set forth herein, including each Term Loan Lender severally agrees to make a term loan to the requirement Borrower (each such loan, a “Term Loan”), denominated in US Dollars, on the Initial Availability Date in an aggregate principal amount that no Loan shall be made hereunder if will not result in (i) the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds Term Loan made by such Term Loan Lender hereunder exceeding such Term Loan Lender’s Term Loan Commitment or (ii) the aggregate amount of the Term Loans made by all Term Loan Lenders hereunder exceeding the total Term Loan Commitments. Once borrowed, the Borrower may not reborrow any portion of the Term Loans that has been repaid or prepaid, whether in whole or in part. Upon any funding of any Term Loan hereunder by any Term Loan Lender, such Term Loan Lender’s Term Loan Commitment shall terminate immediately and without further action in an amount equal to, and on the date of, such funding of such Term Loan).

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having a Term Loan Commitment severally agrees to make a Term Loan on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender. Such Term Loans (i) shall be made on the Closing Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the aggregate the total of all Term Loan Commitments. On the Term Loan Maturity Date, all Original Term Loans shall be repaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrowers Borrower, which Revolving Credit Loans (A) (1) that are Non-Extended Revolving Credit Loans shall be made by such Lender with Non-Extended Revolving Credit Commitments at any time and from time to time during after the Availability Period Closing Date and prior to the Non-Extended Revolving Credit Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be made by such Lender with Fourth Amendment Revolving Credit Commitments at any time and from time to time on or after the Fourth Amendment Effective Date and prior to the Revolving Credit Maturity Date; provided that Revolving Credit Loans may be made on the Closing Date in an aggregate principal amount not to exceed $48,000,000, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that will not all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each caseE) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds of Fourth Amendment Extended Revolving Credit Loans made on the Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions applicable to Fourth Amendment Extended Revolving Credit Loans). On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the extent set forth in any applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement with respect to any Other Revolving Credit Loans. (iii) For the avoidance of doubt and notwithstanding anything to the contrary expressed or implied herein, for so long as any Class of Revolving Credit Commitments has an earlier Maturity Date than any other Class of Revolving Credit Commitments (such Class with the earliest occurring Maturity Date being referred to as the “Earliest Maturing Revolving Class”), (w) each Borrowing of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate unutilized Revolving Credit Commitments with respect to each such Class) (but excluding any Earliest Maturing Revolving Class with respect to Borrowings to be made on the Maturity Date of such Class or the date the Revolving Credit Commitments with respect to such Class are terminated so long as all Revolving Credit Commitments and all Revolving Credit Loans under such Class have been terminated and repaid concurrently with or prior to such Borrowing), (x) each payment or prepayment (whether pursuant to Section 5.1 or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount of Revolving Credit Loans then outstanding with respect to each such Class), (y) any termination or reduction of Revolving Credit Commitments shall be made pro rata across all such Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class), and (z) subject to the last sentence of Section 3.3(a), all L/C Participations shall be pro rata across all such Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class); provided that, in the case of any prepayment or repayment of Revolving Credit Loans under the Earliest Maturing Revolving Class or termination or reduction of Revolving Credit Commitments under such Class either on (A) the Maturity Date for such Class or (B) an earlier date, solely to the extent the Revolving Credit Loans under such Class are being repaid in full on such date and all Revolving Credit Commitments under such Class have been terminated on or prior to such date, any such prepayment, repayment, reduction or termination shall be applied (or, in the case of any voluntary prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section 4.2, at the Borrower’s option, may be applied) first to the Revolving Credit Loans under such Class until paid in full and to the Revolving Credit Commitments under such Class until terminated in full, as applicable, unless immediately after giving effect thereto the Aggregate Revolving Credit Outstandings would exceed 100% of the Total Revolving Credit Commitment as then in effect.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBOR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time during Borrower denominated in Dollars or any Alternative Currency as elected by the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required Borrower pursuant to Section 5.01(j) hereof2.2 from its applicable lending office (each, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).a

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, (a) to make Term Loans to the Borrowers (allocated among the Borrowers as specified in the Borrowing Requests with respect thereto) on the Closing Date in an aggregate principal amount not to exceed its Term Loan Commitment, (b) to make Revolving Loans to the Borrowers Borrowers, at any time and from time to time during after the Availability Period Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment and (c) if such Lender has an Incremental Term Loan Commitment. Notwithstanding , to make Incremental Term Loans to the foregoingapplicable Borrower, the in an aggregate principal amount of Loans outstanding at any time not to exceed its Incremental Term Loan Commitment on the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent date or dates determined in accordance with Section 5.01(j2.24. Within the limits set forth in clause (b) hereof. The Net Orderly Liquidation Value of Eligible Inventory the preceding sentence and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustmentsthe terms, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing conditions and within the foregoing limitslimitations set forth herein, the Borrowers may borrow, repay (pay or prepay) prepay and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject . Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Notwithstanding anything to the termscontrary contained herein (and without affecting any other provision hereof), provisions and limitations set forth hereinthe funded portion of each Term Loan to be made on the Closing Date (i.e., including the requirement that no Loan amount advanced in cash to the Borrowers on the Closing Date) shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect equal to the application 99.5% of the proceeds principal amount of such LoanLoan (it being agreed that the Borrowers shall be obligated to pay the entire principal amount of each such Loan as provided in Section 2.11).

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth hereinforth, each Lender agrees agrees, severally and not jointly: (i) to make a Tranche I Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the Tranche I Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09; and (ii) to make a Tranche II Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the Tranche II Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09. (b) Subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s 's Revolving Credit Exposure at such time exceeding the Revolving Credit Commitment of such Lender’s Commitment. Notwithstanding Lender at such time, as the foregoingsame may be reduced from time to time pursuant to Section 2.09, provided that the aggregate principal amount of Revolving Loans made to the Borrower on the Closing Date shall not exceed $45,000,000. (i) The Swingline Lender hereby agrees, subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth, and subject to the limitations set forth below with respect to the maximum amount of Swingline Loans permitted to be outstanding from time to time, to make a portion of the Revolving Credit Commitments available to the Borrower from time to time during the period from the Closing Date through and excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in an aggregate principal amount not to exceed the Swingline Loan Commitment, by making Swingline Loans to the Borrower. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans, Revolving L/C Exposure and outstanding Swingline Loans, may exceed the Swingline Lender's Revolving Credit Commitment. The original amount of the Swingline Loan Commitment is $20,000,000. The Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be paid in full no later than that date. The Borrower shall give the Swingline Lender telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 12:00 (noon), New York City time, on the day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the Borrower pursuant to this paragraph. (ii) In no event shall (A) the aggregate principal amount of Swingline Loans outstanding at any time to exceed the Borrowers shall not exceed (1) the lesser of (A) the aggregate Swingline Loan Commitment and in effect at such time, (B) the Borrowing Base minus Aggregate Revolving Credit Exposure at any time exceed the Total Revolving Credit Commitment at such time or (2C) the LC Exposure aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving Credit Commitments in effect at such time. The Borrowing Base will Swingline Loans may only be computed with such frequency made as shall be required pursuant ABR Loans. (iii) With respect to Section 5.01(j) hereofany Swingline Loans that have not been voluntarily prepaid by the Borrower, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered Swingline Lender (by request to the Administrative Agent in accordance with Section 5.01(jAgent) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the or Administrative Agent shallat any time may, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loanssole discretion, on one Business Day's notice, require each Revolving Credit Lender, including the Swingline Lender, and after the date hereof through the Availability Periodeach such Lender hereby agrees, subject to the termsprovisions of this Section 2.01(c), provisions and limitations set forth herein, including the requirement that no to make a Revolving Loan (which shall be made hereunder if funded as an ABR Loan) in an amount equal to such Lender's Applicable Percentage of the amount thereof exceeds Availability at of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given which the Swingline Lender requests the Lenders to prepay. (iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under the immediately preceding paragraph (iii), each such time (in each case, after giving effect Lender shall make the amount of its Revolving Loan available to the application Administrative Agent, in same day funds, at the office of the Administrative Agent located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, not later than 1:00 p.m., New York City time, on the Business Day next succeeding the date such notice is given. The proceeds of such Loan).Revolving Loans shall be immediately delivered to the Swingline Lender (and not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender's Applicable Percentage of the Refunded Swingline Loans shall

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth: (a) each Tranche A Revolving Lender agrees, each Lender agrees severally and not jointly, to make Tranche A Revolving Loans to the Borrowers Borrower, at any time and from time to time during on or after the Availability Period Closing Date until the earlier of (i) the Revolving Maturity Date and (ii) the termination of the Tranche A Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Tranche A Revolving Credit Exposure exceeding such Lender’s Tranche A Revolving Commitment. Notwithstanding ; and (b) each Tranche B Revolving Lender agrees, severally and not jointly, to make Tranche B Revolving Loans to Borrower, at any time and from time to time on or after the foregoingTranche B Effective Date until the earlier of (i) the Revolving Maturity Date and (ii) the termination of the Tranche B Revolving Commitment of such Lender in accordance with the terms hereof, the in an aggregate principal amount of Loans outstanding at any time to outstanding that will not result in such Lender’s Tranche B Revolving Exposure exceeding such Lender’s Tranche B Revolving Commitment. Within the Borrowers shall not exceed limits set forth in clauses (1a) the lesser of (A) the Commitment and (Bb) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, above and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions conditions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each caseBorrower may borrow, after giving effect to the application of the proceeds of such Loan)pay or prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender severally agrees to make Revolving one or more Term Loans to the Borrowers from Borrower (i) on the Effective Date and (ii) prior to the Term Loan Commitment Termination Date, not more than one time each week thereafter (unless an additional weekly borrowing date is consented to time during by the Availability Period Agent and the Required Lenders), in the case of all Term Loans, in an aggregate principal amount that will not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s initial Term Loan Commitment. . (b) Notwithstanding the foregoing, (i) the aggregate principal amount of Loans outstanding at the Term Loan made on the Effective Date and on any time to the Borrowers borrowing date shall not exceed (1) the lesser of (Ax) the undrawn Total Term Loan Commitment at such time and (By) the Borrowing Base minus Maximum Tranche Amount with respect to any applicable Insurance Premium Loans being acquired by the Borrower with the proceeds of such Term Loan, (2ii) the LC Exposure aggregate principal amount of all Term Loans made at such time. The Borrowing Base will be computed with such frequency as shall be required any time pursuant to Section 5.01(jthis Agreement shall not exceed the lesser of (x) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost initial Total Term Loan Commitment on the Effective Date as reflected and (y) an amount which will not result in any Borrowing Base Deficit existing at such time, provided, that, for purposes of this Section 2.01(b)(ii)(y), the PIK Interest Amount shall be included in the opening Borrowing Baseprincipal amount of the Term Loans. If Any amounts paid directly or indirectly by reason the Agents and the Lenders to the Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under the Collateral Value Policy or the Contingent Collateral Value Policy, as applicable, shall be deemed to be, and shall for all purposes of any subsequent appraisals conducted pursuant this Agreement be treated as, Term Loans made to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith Borrower hereunder. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and in accordance with its customary practices, reduce the effective advance rates (subject to without further adjustments, downward or upward (but not above those in effect action on the Effective Date)) by reducing date of funding of each Term Loan in an amount equal to such funded Term Loan. Each Lender’s Term Loan Commitment shall be permanently reduced immediately and without further action on the Net Orderly Liquidation Value date of Eligible Inventory and/or Eligible LC Inventory used funding of each Term Loan in the calculation of the Borrowing Base consistent with the results an amount equal to such Lender’s Pro Rata Share of such subsequent appraisalsfunded Term Loan. Subject to Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Term Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, Commitment Termination Date after giving effect to the application of the proceeds funding of such Loan)Lender’s Term Loan Commitment, if any, on such date.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender Bank severally agrees to make revolving credit loans (each, a “Revolving Loans Credit Loan”; collectively, the “Revolving Credit Loans”) in Dollars and in Foreign Currencies to the Borrowers Company from time to time during the Availability Commitment Period in an aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) at any one time outstanding which, when added to the amount that will not result in of such LenderBank’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, Commitment Percentage of the aggregate principal amount of all Swing Line Loans and LOC Obligations then outstanding, shall not exceed the amount of such Bank’s Commitment; provided that, (i) after giving effect to the use of proceeds of Revolving Credit Loans to repay any Swing Line Loans or LOC Obligations, the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Credit Loans, Swing Line Loans, Bid Loans and LOC Obligations outstanding at any one time to the Borrowers shall not exceed (1) the lesser aggregate amount of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure Commitments at such time; and (ii) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Revolving Credit Loans that are Foreign Currency Loans outstanding to the Company shall not exceed $250,000,000. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereofDuring the Commitment Period the Company may use the Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) The Revolving Credit Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans, or (iii) a compliance certificate from a Financial Officer of combination thereof, as determined by the Borrowers presenting its computation will be delivered Company and notified to the Administrative Agent in accordance with Section 5.01(jsubsections 2.3 and 2.7, provided that (1) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow no Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Credit Loan shall be made hereunder if as a Eurodollar Loan after the amount thereof exceeds Availability at such time (in each case, after giving effect day that is one month prior to the application of the proceeds of such Loan)Termination Date and (2) all Foreign Currency Loans must be Eurodollar Loans.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Loans Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrowers Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in an aggregate principal amount that will accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each case, v) after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of such Loanthe Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans for general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of the foregoing, none of the proceeds from Revolving Credit Loans may be used to finance any Hostile Take-Over Bid.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrowers Borrower (on a joint and several basis) from time to time during the Availability Period its applicable lending office in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. Subject (a) Effective as of the Amendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Non-Consenting Lender shall be deemed to have assigned and delegated its Commitments (together with its pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof), together with all of its other interests, rights and obligations under the Loan Documents in respect thereof, and each Consenting Lender with respect to which the amount set forth opposite its name on Schedule I hereto exceeds the amount of Commitments held by such Consenting Lender immediately prior to the terms Amendment Effective Date (each such Lender, an “Assuming Lender”) shall be deemed to have assumed and conditions set forth hereinaccepted the proportionate part of the Commitments (together with the pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof) of the Non-Consenting Lenders (the amount of Revolving Loans and participations in Letters of Credit so assumed by such Assuming Lender, such Assuming Lender’s “Assumed Amount”) to the extent as shall be necessary in order that, after giving effect to all such assignments and delegations upon the Amendment Effective Date, each Consenting Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period shall hold Commitments in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time is equal to the Borrowers shall not exceed (1) respective amount set forth opposite its name on Schedule I hereto and the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer pro rata portion of the Borrowers presenting its computation will be delivered Revolving Loans and participations in Letters of Credit with respect to such Commitments, which Schedule I shall reflect all of the Commitments under the Amended Credit Agreement. On the Amendment Effective Date, (i) each Assuming Lender shall pay to the Administrative Agent in accordance with an amount sufficient to purchase its Assumed Amount at par, (ii) each of Livent and Lithium Opco pay to the Administrative Agent all interest, fees and other amounts then due and owing to each Non-Consenting Lender under the Existing Credit Agreement to and including the Amendment Effective Date, including payments due to such Non-Consenting Lender under Section 5.01(j2.10 of the Existing Credit Agreement, costs incurred under Section 3.03 or 9.15 of the Existing Credit Agreement and payments owing under Section 9.04(c) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in Existing Credit Agreement, (iii) the opening Borrowing Base. If by reason of any subsequent appraisals conducted Administrative Agent shall pay the amounts received pursuant to Section 5.04clauses (i) and (ii) above to the Non-Consenting Lenders, Net Orderly Liquidation Values have declined(iv) each Non-Consenting Lender shall no longer be a Lender under the Loan Documents and (v) each Assuming Lender shall become a Lender under the Loan Documents with respect to its Assumed Amount. (b) Each of Livent, the Administrative Agent shalland each Issuing Bank confirm, in good faith by its signature hereto, that each Assuming Lender is an Eligible Assignee and in accordance with its customary practices, reduce the effective advance rates (subject is acceptable to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value it. Each party hereto agrees that this Amendment constitutes an Assignment and Acceptance for all purposes of Eligible Inventory and/or Eligible LC Inventory used in the calculation Section 3.06 of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)Existing Credit Agreement.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees severally, and not jointly, to make Revolving Loans a Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term B Loans. Notwithstanding anything to the Borrowers from time contrary herein and for the avoidance of doubt, the principal amount of each Term B Loan owing to time during each Lender as of the Availability Period Funding Date for such Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Lender’s Commitment in respect of which Term B Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such Commitment. Amounts paid or prepaid in respect of Term B Loans may not be reborrowed. The Term B Loans shall be available, subject to the terms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount that will of $100,000,000 (such Term B Loan made on the Closing Date being referred to herein as the “Initial Term B Loans”) and (ii) a second drawing (any such Term B Loan made in such second draw being a “Delayed Draw Term B Loan”) not result later than the Commitment Termination Date of the remaining Available Term B Loan Commitments of the Lenders. (b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees severally, and not jointly, to make a Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term C Loans. Notwithstanding anything to the contrary herein and for the avoidance of doubt, the principal amount of each Loan owing to each Lender as of the Funding Date for such Term C Loan (before giving effect to any subsequent repayments) shall be an amount equal to such Lender’s Revolving Credit Exposure exceeding Commitment in respect of which Term C Loan was made irrespective that the amount funded on the applicable Funding Date is 98.0% of such Lender’s Commitment. Notwithstanding Amounts paid or prepaid in respect of Term C Loans may not be reborrowed. The Term C Loans shall be available, subject to the foregoingterms and conditions hereof, in two drawings: (i) an initial drawing on the Closing Date in an aggregate principal amount of Loans outstanding at $100,000,000 (such Term C Loan made on the Closing Date being referred to herein as the “Initial Term C Loans”) and (ii) a second drawing (any time to the Borrowers shall such Term C Loan made in such second draw being a “Delayed Draw Term C Loan”) not exceed (1) the lesser of (A) later than the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer Termination Date of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation remaining Available Term C Loan Commitments of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)Lenders.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Loans Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrowers Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in an aggregate principal amount that will accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each case, v) after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of such Loanthe Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans and Swingline Loans for general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of the foregoing, none of the proceeds from Revolving Credit Loans or Swingline Loans may be used to finance any Hostile Take-Over Bid.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving Loans A Loan”) to the Revolving A/B Borrowers in Dollars from time to time on any Business Day during the Availability Period for the Revolving A Commitments in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding to exceed at any time to outstanding the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results amount of such subsequent appraisals. Subject to the foregoing and within the foregoing limits▇▇▇▇▇▇’s Revolving A Commitment; provided, the Borrowers may borrowhowever, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to any Borrowing of Revolving A Loans, (i) the application Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Amount of the proceeds Revolving A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such ▇▇▇▇▇▇’s Revolving A Commitment, and (iii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving A Loan; provided that any exercise of such option shall not affect the obligation of such Revolving A/B Borrower to repay such Revolving A Loan in accordance with the terms of this Agreement. Within the limits of each ▇▇▇▇▇▇’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving A Loans may be Base Rate Loans or Term SOFR Loans, or a combination thereof, as further provided herein (provided that Lux 2 may not borrow Base Rate Loans).

Commitments. Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made available at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through Closing Date and prior to the Availability PeriodRevolving Credit Maturity Date, (B) may, at the option of the Borrower and subject to Section 2.8(e), be incurred and maintained as, and/or converted into ABR Loans or Term Benchmark Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the termsLenders pursuant to the same Borrowing shall, provisions and limitations set forth unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000 and (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrowers Borrower (on a joint and several basis) from time to time during the Availability Period its applicable lending office in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or SOFR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof; provided that the Borrower shall repay each Swingline Loan in full on the earlier to occur of (i) the date that is five Business Days after such Swingline Loan was incurred by the Borrower and (ii) the Swingline Expiry Date, provided, further that any Swingline Loan not repaid by the Borrower when so due shall be deemed paid by the proceeds of a new Revolving Loan of equal amount made on such day notwithstanding (A) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (B) whether any conditions specified in Section 7 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory Borrowing, and (E) the amount of the Total Commitment at such time, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Commitment at such time, and (v) shall not exceed in the aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Agreement, (i) the Swingline Lender’s obligation to make Swingline Loans at any time that there is a Defaulting Lender shall be subject to Section 2.15 and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default has occurred and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, and any Borrowing pursuant to the second proviso of Section 2.01(b) above, each a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the Borrowers from time to time during amount and in the Availability Period manner specified in an aggregate principal amount that will not result the preceding sentence and on the date specified in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding writing by the foregoing, Swingline Lender notwithstanding (i) the aggregate principal amount of Loans outstanding at the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any time to the Borrowers shall not exceed conditions specified in Section 7 are then satisfied, (1iii) whether a Default or an Event of Default then exists, (iv) the lesser date of such Mandatory Borrowing, and (Av) the amount of the Total Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The In the event that any Mandatory Borrowing Base will cannot for any reason be computed made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such frequency date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be required pursuant necessary to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of cause the Borrowers presenting its computation will be delivered Lenders to the Administrative Agent share in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates such Swingline Loans ratably based upon their respective Percentages (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after determined before giving effect to the application any termination of the proceeds Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Loan)date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, (i) each Lender having a Closing Date Term Loan Commitment severally agrees to make Closing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which Closing Date Term Loans shall not exceed for any such Lender the Closing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Closing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrowers Borrower (on a joint and several basis) from time to time during the Availability Period its applicable lending office in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Commitment. Notwithstanding the foregoing, Revolving Credit Commitment and (ii) the aggregate principal amount Revolving Credit Exposures exceeding the Maximum Borrowing Amount (subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.15), provided that any of the foregoing such Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Restatement Effective Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (b) Subject to and upon the terms and conditions herein set forth, the Swingline Lender is authorized by the Lenders to, and may, in its sole discretion, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Maturity Date, make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower (provided that the Swingline Lender shall not be obligated to make any Swingline Loan), which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Maximum Borrowing Amount at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(c)), in which case Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (d) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender ▇▇▇▇▇▇ agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Commitment. Notwithstanding Commitment or (ii) the foregoing, sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans outstanding exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower shall have the right at any time prior to 60 days after the Effective Date to increase the total Commitments to an amount of not more than $750,000,000, with each such increase to be in an amount of not less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof, by requesting that one or more banks or financial institutions not a party hereto become Lenders hereunder; provided, that the addition of any such bank or financial institution shall be subject to the Borrowers consent of the Administrative Agent, which consent shall not exceed be unreasonably withheld or delayed. (1c) Any additional bank or financial institution which elects to become a Lender party to this Agreement pursuant to Section 2.01(b) shall execute a Joinder Agreement substantially in the lesser form of Exhibit C hereto with the Borrower and the Administrative Agent, whereupon such bank or financial institution shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Lender, effective on the date specified in such Joinder Agreement. Each additional bank or financial institution which executes and delivers a Joinder Agreement and becomes a party hereto and a “Lender” hereunder pursuant to such Joinder Agreement is hereinafter referred to as an “Additional Lender.” (Ad) Any increase in the Commitment Commitments pursuant to this Section 2.01 shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the effective date specified in the Joinder Agreement; and (ii) each of the representations and warranties made by the Borrower in Article III (other than in Section 3.04 and Section 3.05(ii)) shall be true and correct in all material respects on such effective date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Each notice requesting an increase in the Commitments pursuant to Section 2.01(b) shall constitute a certification by the Borrower to the effect set forth in clauses (i) and (Bii) of this Section 2.01(d). Table of Contents (e) Concurrently with the Borrowing Base minus (2) execution by an Additional Lender of a Joinder Agreement, the LC Exposure at Borrower shall make such time. The Borrowing Base will be computed with borrowing from such frequency Additional Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required pursuant to Section 5.01(jcause the aggregate outstanding principal amount of Revolving Loans owing to each Lender (including each such Additional Lender) hereof, and a compliance certificate from a Financial Officer to be proportional to such Lender’s share of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each casetotal Commitments, after giving effect to any increase thereof; provided, however, that the application Borrower shall not be required to make any such borrowing or prepayment prior to the last day of the proceeds Interest Period then in effect of any outstanding Eurodollar Revolving Loan. (f) Upon any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each other Lender a copy of the Joinder Agreement executed by such Loan)Additional Lender.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make a loan or loans (each a “Revolving Loans Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrowers Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in an aggregate principal amount that will accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each case, v) after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of such Loanthe Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans for general corporate purposes of the Borrower and its Subsidiaries (including to finance acquisitions); provided that, notwithstanding any of the foregoing, none of the proceeds from Revolving Credit Loans may be used to finance any Hostile Take-Over Bid.

Commitments. (a) Subject to the terms and conditions set forth herein, each Term Lender agrees having an Initial Term Loan Commitment severally (i) with respect to make Revolving Loans its Exit Prepetition Continued Loans, continued its loans constituting Term Loan Claims (as defined in the Reorganization Plan) as loans to the Borrowers from time to time during the Availability Period Borrower hereunder in Dollars in an aggregate principal amount that will not result in exceeding any such Term Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Exit Prepetition Continued Loan Commitment and (Bii) with respect to its Exit DIP Converted Loans, was deemed to have made loans to the Borrowing Base minus Borrower hereunder in Dollars in an aggregate amount not exceeding any such Term Lender’s Exit DIP Converted Loan Commitment, in each case, on a several and not joint basis (2) such continued loans and loans deemed made hereunder, collectively, the LC Exposure at such time“Initial Term Loans” and each, an “Initial Term Loan”). Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed. The Borrowing Base will be computed with Initial Term Loan Commitment of each Lender was automatically and permanently reduced to $0 upon the continuation and deemed making of such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect ▇▇▇▇▇▇’s Initial Term Loans on the Effective Date). (b) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing terms and within conditions set forth herein (including in Section 4.02 hereof), each Term Lender having an Incremental DDTL Commitment severally, but neither jointly nor jointly and severally, agrees to advance to the foregoing limitsBorrowers, in a single draw, its respective pro rata share of Incremental DDTL Loans in a principal amount equal to each such Term Lender’s Incremental DDTL Commitment. Amounts repaid or prepaid in respect of Incremental DDTL Loans may not be reborrowed. The Incremental DDTL Loans (if and when advanced) shall be deemed to have been made in the aggregate as Term Loan to the Borrowers under this Agreement and to constitute a part of the principal balance of the Term Loans pursuant to the same terms as all other Term Loans outstanding under this Agreement (except solely with respect to the rights of Incremental DDTL Lenders as expressly set forth in the definition of “Required Lenders” and in Section 9.02 hereof). (c) Notwithstanding anything else herein or otherwise to the contrary, the Borrowers may borrowpriority of payment, repay (or prepay) repayment, and reborrow Revolving prepayment of the Initial Term Loans and the Incremental DDTL Loans, on together with all interest, fees, and after the date hereof through the Availability Periodother amounts payable in respect thereof, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (pro rata and pari passu in each case, after giving effect to the application of the proceeds of such Loan)all respects.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a term loan or loans denominated in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $585,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided, that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then outstanding Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers from time to time during the Availability Period Borrower (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided, that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and on or prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower, be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided, that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Revolving Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Lender’s Commitment in respect of such Class of Revolving Loans at such time, and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(b), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed (without premium or penalty) in accordance with the provisions hereof. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans, in which case (i) Revolving Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Lender pro rata based on each Revolving Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied (or waived), (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Revolving Lender purchasing same from and after such date of purchase.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make revolving credit loans denominated in Dollars (“Dollar Revolving Loans Loans”) to any of the Borrowers from time to time during the Availability Commitment Period in an aggregate principal amount that will not result in at any one time outstanding which, when added to such Lender’s Revolving Credit Exposure exceeding Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. Notwithstanding No Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the foregoingTotal Outstanding Extensions of Credit shall exceed the Total Commitments then in effect. No Foreign Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan to such Foreign Borrower if, after making such Dollar Revolving Loan, the aggregate principal amount Foreign Borrower Exposure of Loans outstanding at any time to the all Foreign Borrowers shall not exceed (1) the lesser of (A) Aggregate Foreign Sublimit then in effect. During the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereofPeriod, and a compliance certificate from a Financial Officer any of the Borrowers presenting may use the Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, all in accordance with the terms and conditions hereof. The failure of any Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Lender of its computation will obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be delivered responsible for any other Lender’s failure to make Dollar Revolving Loans as required. The Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Section 5.01(jSections 2.2(a) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost 2.18. (b) Each Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the Effective earlier of the Termination Date as reflected in and the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, date on which the Administrative Agent shall, in good faith Dollar Revolving Loans shall become due and payable in accordance with its customary practices, reduce the effective advance rates Section 7. (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)c) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing terms and within conditions hereof (including, without limitation, Section 2.31), each Multicurrency Lender severally agrees, from time to time during the foregoing limitsCommitment Period, to make revolving credit loans (x) denominated in one or more Foreign Currencies to the Company or (y) denominated in Euros to any Foreign Borrower (collectively, “Multicurrency Loans”) in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which (a) shall not exceed such Multicurrency Lender’s Multicurrency Subcommitment and (b) when added to such Lender’s Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. No Borrower shall request and no Multicurrency Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan (i) the Total Outstanding Extensions of Credit shall exceed the Total Commitments then in effect or (ii) the Dollar Equivalent of the aggregate outstanding Multicurrency Loans shall exceed the Multicurrency Sublimit. No Foreign Borrower shall request and no Lender shall be required to make any Multicurrency Loan to such Foreign Borrower if, after making such Multicurrency Loan, the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, the Borrowers may borrow, repay (or prepay) prepay and reborrow Revolving Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans shall be Eurocurrency Loans. (d) Each Borrower shall repay all outstanding Multicurrency Loans borrowed by it on the earlier of the Termination Date and after the date hereof through on which the Availability Period, subject to the terms, provisions Multicurrency Loans shall become due and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (payable in each case, after giving effect to the application of the proceeds of such Loan)accordance with Section 7.

Commitments. (a) Subject to Section 2.1(c) and the other terms and conditions set forth hereinin this Agreement, each Lender Bank severally agrees to make Revolving Loans lend to Borrower from time to time prior to the Borrowers Termination Date amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank’s Commitment less such Bank’s Letter of Credit Exposure, to the extent any such Loan would not cause a Borrowing Base Deficiency. Each Borrowing shall (A) be in an aggregate principal amount of $1,000,000 or any larger integral multiple of $100,000, and (B) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section 2.1(a) and request new Borrowings under this Section 2.1(a). (b) The Letter of Credit Issuers will issue Letters of Credit, from time to time during the Availability Letter of Credit Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding upon request by Borrower, for the foregoingaccount of Borrower, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed so long as (1i) the lesser sum of (A) the Commitment total Letter of Credit Exposure of all Banks then existing, and (B) the amount of the requested Letter of Credit, does not exceed $20,000,000, and (ii) Borrower would be entitled to a Borrowing Base minus under Section 2.1(c) and Section 6.2 in the amount of the requested Letter of Credit; provided that, the Letter of Credit Issuers shall not be under any obligation to issue any Letter of Credit if a default of any Bank’s obligations to fund under Section 2.1 exists or any Bank is at such time a Defaulting Bank or Impacted Bank hereunder, unless the Letter of Credit Issuer has entered into arrangements satisfactory to Letter of Credit Issuer with Borrower or such Bank to eliminate the Letter of Credit Issuer’s risk with respect to such Bank. As used herein, “Impacted Bank” means any Bank as to which (a) the Letter of Credit Issuer has a good faith belief that such Bank has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (b) an entity that controls such Bank has become subject to a bankruptcy or other similar proceeding. Not less than three Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer’s customary letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. No Letter of Credit shall have an expiration date later than the earlier of (1) five Business Days prior to the Termination Date and (2) one year from the LC Exposure at such time. The Borrowing Base will be computed with such frequency as date of issuance and no Letter of Credit shall be required issued in a currency other than U.S. Dollars. Upon the date of issuance of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone or facsimile setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (a) the applicable Letter of Credit Fee in accordance with Section 5.01(j2.12, (b) hereofthe applicable Letter of Credit Fronting Fee in accordance with Section 2.12, and a compliance certificate from a Financial Officer (c) all customary administrative, issuance, amendment, payment, and negotiation charges of the Borrowers presenting its computation will Letter of Credit Issuer; provided that, no such Letter of Credit Fee shall accrue or be delivered deemed to have accrued, or be owing or payable by Borrower to the Administrative Agent or any Letter of Credit Issuer for the account of any Defaulting Bank with respect to its share of such Letter of Credit Fee in the event Borrower has entered into an arrangement with or provided cash collateral to the applicable Letter of Credit Issuer with respect to such Letter of Credit Issuer’s risk with respect to such Bank’s obligation to fund its Commitment Percentage share of the aggregate existing Letter of Credit Exposure with respect to such Letter of Credit. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee, and the charges described in clause (c) of the immediately preceding sentence, to the Letter of Credit Issuer for its own account. Any amendment, modification, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 5.01(j) hereof2.1(b). The Net Orderly Liquidation Value Upon the occurrence of Eligible Inventory and Eligible LC Inventory was established as a percentage an Event of cost Default, Borrower shall, on the Effective Date next succeeding Business Day, deposit with Administrative Agent such funds as reflected Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements and other security documents in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the opening Borrowing BaseObligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). If Whenever Borrower is required to make deposits under this Section 2.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by reason application of proceeds of any subsequent appraisals conducted pursuant collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to Section 5.04any Bank of Borrower, Net Orderly Liquidation Values have declinedany guarantor, or any other Person liable for all or any part of the Obligations. In the event there exists one or more Defaulting Bank, Borrower shall, on the next succeeding Business Day following request from the Administrative Agent, deposit with Administrative Agent such funds as Administrative Agent may reasonably request, up to a maximum Letter of Credit Exposure attributable to such Defaulting Bank(s) as security for such Defaulting Bank’s Letter of Credit Exposure. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy drafts or demands attributable to such Defaulting Bank(s). When there are no longer any Defaulting Banks or no longer any Letters of Credit outstanding, the Administrative Agent shallshall release to Borrower any remaining funds deposited under this paragraph. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer, in good faith immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it (x) on the same Business Day such Letter of Credit Issuer makes demand for such reimbursement if such demand is made at or prior to 11:00 a.m. (New York, New York time) and (y) on the next Business Day after such demand for reimbursement if such demand is made after 11:00 a.m. (New York, New York time). Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to but excluding the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with its customary practicesthe terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, reduce including in any case, the effective advance rates following circumstances: (subject i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to further adjustmentsbe forged, downward fraudulent, invalid or upward insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (but iv) payment by the Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not above those in effect comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing. As among Borrower on the Effective Date)) by reducing one hand, Administrative Agent, and each Bank, on the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation other hand, Borrower assumes all risks of the Borrowing Base consistent with acts and omissions of, or misuse of Letters of Credit by, the results beneficiary of such subsequent appraisalsLetters of Credit. Subject to In furtherance and not in limitation of the foregoing and within the foregoing limitsforegoing, the Borrowers may borrowneither Administrative Agent, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan Letter of Credit Issuer nor any Bank shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).responsible for:

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender agrees to make Revolving Loans to the Borrowers Borrower in dollars from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to Within the foregoing limits and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions terms and limitations conditions set forth herein, including the requirement that no Loan Borrower may borrow, prepay and reborrow Loans. (b) If on the First Restatement Effective Date, Loans are outstanding and (x) one or more Persons which were Lenders (under and as defined in the Original Credit Agreement) are Departing Lenders and/or (y) the Commitments one or more Continuing Lenders are higher or lower than their respective Commitments (under and as defined in the Original Credit Agreement), then on the First Restatement Effective Date and subject to the terms and conditions hereof: (i) each Continuing Lender whose Commitment is higher or lower than its Commitment (under and as defined in the Original Credit Agreement) shall be made hereunder if deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such Continuing Lender shall have assigned to or assumed from each other such Continuing Lender, a portion of the amount thereof exceeds Availability at Commitment, Loans and LC Exposure of each such time Continuing Lender such that the outstanding Loans and LC Exposure of each Lender immediately after First Restatement Effective Date reflect proportionately the Commitments as set forth on Schedule 2.1; and (ii) in connection with such assignment, each case, after giving effect such Continuing Lender shall pay to the application Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the proceeds assignment to it of Loans, and in connection with such master assignment each such Continuing Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Loan)Eurodollar Borrowings for purposes of Section 3.6.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan severally agrees to make the Initial Term Loans as set forth in the Ninth Amendment and to consent to the terms thereof and hereof, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term Benchmark Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iii) shall not exceed for any such Lender the Initial Term Loans of such Lender immediately prior to the Ninth Amendment Effective Date (other than any Lender that elects to acquire additional Initial Term Loans pursuant to the Ninth Amendment). On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or Term Benchmark Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender agrees to make Revolving Loans to the Borrowers in its individual capacity agrees, at any time and from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsSwingline Maturity Date, provisions and limitations set forth hereinto make a loan or loans (each a “Swingline Loan” and, including collectively the requirement that no Loan “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made hereunder if ABR Loans, (ii) shall have the amount thereof exceeds Availability benefit of the provisions of Section 2.1(d), (iii) shall not exceed at such any time outstanding the Swingline Commitment, (in each caseiv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. Subject to the terms and conditions set forth herein, (a) each Term Lender agreed to make an Initial Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Initial Term Commitment, (b) each Revolving Lender agrees to make Revolving Loans to the Borrowers Borrower denominated in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that which will not result in such Lender’s Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Revolving Commitment, and (c) each First Additional Term ▇▇▇▇▇▇ agrees to make a First Additional Term Loan to the Borrower on the Amendment No. 1 Effective Date denominated in dollars in a principal amount not exceeding its First Additional Term Commitment. Notwithstanding The Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On the foregoingAmendment No. 4 Effective Date, in accordance with, and upon the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of terms and conditions set forth in, Amendment No. 4 (A) the Original Revolving Commitment of each 2028 Revolving Lender shall become a 2028 Revolving Commitment, and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as Original Revolving Commitment of each 2026 Revolving Lender shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established reclassified as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow 2026 Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)Commitment.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Company on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $735,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect, and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time during after the Availability Period Closing Date until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (i) an amount equal to such Lender’s Revolving Commitment, (ii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Commitment Total Revolving Commitments, minus (B) the LC Exposure, minus (C) the Swingline Exposure, and (Biii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Borrowing Base minus (2B) the LC Exposure at such time. Exposure, minus (C) the Swingline Exposure; and (b) Notwithstanding the foregoing: (i) The Borrowing Base will be computed with such frequency as shall be required aggregate principal amount of Revolving Loans that are made by Lenders pursuant to Section 5.01(j2.01(a) hereof, and a compliance certificate from a Financial Officer that are outstanding at any time to Borrower shall not exceed the difference between (A) the lesser of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j(1) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with and (2) Total Revolving Commitment, and (B) the results sum of any outstanding Swingline Loans plus Total LC Exposure. No Revolving Loans shall be made if such subsequent appraisalsRevolving Loans shall cause Undrawn Availability to be less than zero. Subject The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the foregoing and within Maturity Date. Within the foregoing limits, the Borrowers Borrower may borrow, repay (or prepay) and reborrow Revolving Loansreborrow, on and or after the date hereof through Closing Date and prior to the Availability PeriodMaturity Date, subject to the terms, provisions and limitations set forth herein, including . (ii) The aggregate principal amount of all Loans and the requirement that no Total LC Exposure outstanding at any time shall not exceed the Total Revolving Commitments. (iii) Each Revolving Loan made pursuant to Section 2.02(a) shall either be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such an ABR Revolving Loan or a Eurodollar Revolving Loan).

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit 's Exposure exceeding such Lender’s Commitment. Notwithstanding 's Commitment or (ii) the foregoingsum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the sum of the aggregate principal amount of all Swingline Loans made by such Swingline Lender then outstanding at any time to under this Agreement and the Borrowers shall not exceed aggregate principal amount of all "Swingline Loans" made by such Swingline Lender then outstanding under (1and as defined in) the lesser of Other Credit Agreement exceeding such Swingline Lender's Swingline Commitment, (Aii) the Commitment sum of the aggregate principal amount of all Swingline Loans then outstanding under this Agreement and aggregate principal amount of all "Swingline Loans" then outstanding under (Band as defined in) the Borrowing Base minus Other Credit Agreement exceeding $150,000,000 (2the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer sum of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value Exposures of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation all of the Borrowing Base consistent with Lenders exceeding the results of such subsequent appraisals. Aggregate Commitments. (c) Subject to the foregoing terms and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations conditions set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at LC Bank agrees to issue Letters of Credit and each Lender agrees to participate in such time (Letters of Credit, in each casecase as set forth herein, after giving effect from time to time during the Availability Period in an aggregate stated amount that will not result in (i) the sum of the aggregate LC Outstandings under this Agreement and the aggregate "LC Outstandings" under (and as defined in) the Other Credit Agreement exceeding $150,000,000, (ii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of the Exposures of all of the Lenders exceeding the Aggregate Commitments. (d) Within the foregoing limits and subject to the application terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and Swingline Loans and request the issuance of the proceeds Letters of such Loan)Credit.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each the Lender agrees to make Revolving one or more Term Loans to the Borrowers from time Borrower (i) on the Effective Date and (ii) prior to time during the Availability Period Term Loan Commitment Termination Date, proceeds of which shall be used by the Borrower in accordance with the provisions of Section 6.01(r) hereof, in an aggregate principal amount that will not result in such to exceed the amount of the Lender’s Revolving Credit Exposure exceeding such Lender’s Total Term Loan Commitment. . (b) Notwithstanding the foregoing, (i) the aggregate principal amount of any Tranche made on any borrowing date shall not be less than Two Hundred and Fifty Thousand Dollars ($250,000), and shall not exceed the lesser of the undrawn Total Term Loan Commitment at such time and the Maximum Tranche Amount with respect to any applicable Insurance Premium Loans outstanding being acquired by the Borrower with the proceeds of such Tranche, and (ii) the aggregate principal amount of all Tranches made at any time pursuant to the Borrowers this Agreement shall not exceed (1) the lesser of (Ax) the Total Term Loan Commitment then in effect and (By) the an amount which will not result in any Borrowing Base minus (2) the LC Exposure Deficit existing at such time, provided, that, for purposes of this Section 2.01(b), the related PIK Interest Amount shall not be included in the principal amount of such Tranche. Any amounts paid directly or indirectly by the Agents and the Lender to the Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under the Collateral Value Policy or the Contingent Collateral Value Policy shall be deemed to be, and shall for all purposes of this Agreement be treated as, Term Loans made to the Borrower hereunder. Any principal amount of the Loan which is repaid or prepaid may not be reborrowed. The Borrowing Base will be computed with such frequency as Total Term Loan Commitment shall be required pursuant to Section 5.01(j) hereof, permanently reduced immediately and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost without further action on the Effective Date as reflected date of funding of each Term Loan in an amount equal to such funded Term Loan. In the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04event there is more than one Lender hereunder, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith each Lender’s Term Loan Commitment shall be permanently reduced immediately and in accordance with its customary practices, reduce the effective advance rates (subject to without further adjustments, downward or upward (but not above those in effect action on the Effective Date)) by reducing the Net Orderly Liquidation Value date of Eligible Inventory and/or Eligible LC Inventory used funding of each Term Loan in the calculation of the Borrowing Base consistent with the results an amount equal to such Lender’s Pro Rata Share of such subsequent appraisalsfunded Term Loan. Subject to Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Term Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, Commitment Termination Date after giving effect to the application of the proceeds funding of such Loan)Lender’s Term Loan Commitment, if any, on such date.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender Bank severally agrees to make a loan or loans (each, a "Revolving Loans Loan" and, collectively, the "Revolving Loans") to the Borrowers Borrower, which Revolving Loans: (i) shall be made at any time and from time to time during on and after the Availability Period Effective Date and prior to the Commitment Expiry Date; (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Reference Rate Loans or Eurodollar Loans, provided that all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type; (iii) may be repaid and reborrowed in an accordance with the provisions hereof; and (iv) shall not exceed for any Bank at any time of incurrence thereof and after giving effect thereto and the use of the proceeds thereof that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate outstanding principal amount of all Competitive Bid Loans then outstanding and (II) Commercial Paper Outstandings at such time, equals the Commitment of such Bank at such time. (b) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoingBorrower may incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") pursuant to a Competitive Bid Borrowing from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is 14 days prior to the Commitment Expiry Date, provided, that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding principal amount of Competitive Bid Loans when combined with the aggregate outstanding principal amount of all Revolving Loans then outstanding and the aggregate Commercial Paper Outstandings at any such time to the Borrowers shall not exceed (1) the lesser of (A) the Total Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, Within the foregoing limits and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered subject to the Administrative Agent conditions set out in Section 1.04, Competitive Bid Loans may be repaid and reborrowed in accordance with Section 5.01(j) the provisions hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. Subject to (a) Upon the terms and conditions set forth hereincontained in this Agreement and the DIP Order and relying on the representations and warranties contained in this Agreement, each Lender severally agrees to make Revolving Loans to the Borrowers from time to time during the Availability Commitment Period to or for the benefit of the Borrower in an aggregate principal amount not to exceed at any time outstanding the Percentage Share of such Lender of the Commitment Amount then in effect; provided, however, that will (i) the Loan Balance shall not result exceed at any time the Commitment Amount then in effect, (ii) the sum of the outstanding principal balance of all Loans by any Lender shall not exceed at any time an amount equal to the Percentage Share of such Lender’s Revolving Credit Exposure exceeding Lender multiplied by the Commitment Amount then in effect and (iii) no Borrowing shall exceed the applicable Loan Limit for such Lender’s CommitmentBorrowing. Notwithstanding Loans shall be made from time to time on any Business Day designated by the Borrower in its Borrowing Request. (b) Subject to the terms of this Agreement, during the Commitment Period, the Borrower may convert Loans of one type or with one Interest Period into Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.12, each Borrowing, conversion, and prepayment of principal of Loans shall be in an amount at least equal to $100,000 and multiples of $100,000. Each Borrowing, prepayment, or conversion of or into a Loan of a different type or, in the case of a Eurodollar Rate Loan, having a different Interest Period, shall be deemed a separate Borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of Eurodollar Rate Loans outstanding at any time to having the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as same Interest Period shall be required pursuant at least equal to Section 5.01(j$1,000,000 with multiples of $100,000; and if any Eurodollar Rate Loan would otherwise be in a lesser principal amount for any period, such Loan shall be an Alternative Base Rate Loan during such period. (c) hereofThe initial Borrowing hereunder shall be made on the Closing Date. Each subsequent Borrowing, and if any, shall be made on a compliance certificate from Monday or, if such date is not a Financial Officer of Business Day, the Borrowers presenting its computation will be delivered next succeeding Business Day. (d) Not later than 2:00 p.m., Central Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing, each Lender shall make available to the Administrative Agent in accordance with Section 5.01(j) hereofan amount equal to the Percentage Share of such Lender of the Borrowing to be made on such date, at an account designated by the Administrative Agent, for the account of the Borrower. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If amount so received by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the termsterms and conditions hereof, provisions and limitations set forth herein, including be made available to the requirement that no Loan Borrower in immediately available funds at an account to be specified by the Borrower. All Loans by each Lender shall be made hereunder if maintained at the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds Applicable Lending Office of such Lender. (e) The failure of any Lender to make any Loan required to be made by it hereunder shall not relieve any other Lender of its obligation to make any Loan required to be made by it, and no Lender shall be responsible for the failure of any other Lender to make any Loan).

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make Revolving Loans revolving credit loans (“Loans”) to the Borrowers Borrower from time to time during the Availability Commitment Period in an aggregate principal amount that will not result in at any one time outstanding which, when added to such Lender’s Revolving Credit Exposure exceeding Percentage of the L/C Obligations, does not exceed the amount of such Lender’s Commitment. Notwithstanding During the foregoingCommitment Period, the aggregate principal amount of Borrower may use the Commitments by borrowing, repaying the Loans outstanding at any in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers shall not exceed (1) the lesser of (A) the Commitment Borrower and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered notified to the Administrative Agent in accordance with Sections 2.2 and 2.3. (b) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment or increase the amount of its existing Commitment, as applicable, in each case by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Facility Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 5.01(j2.1(b) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as shall execute a percentage of cost on the Effective Date as reflected New Lender Supplement (each, a “New Lender Supplement”), substantially in the opening Borrowing Base. If form of Exhibit F, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by reason and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of Eurodollar Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a Eurodollar Loan (with an interest period to be selected by the Borrower), and upon such conversion the Borrower shall pay any subsequent appraisals conducted amounts owing pursuant to Section 5.042.12, Net Orderly Liquidation Values have declinedif any, (with such conversion being treated as a prepayment of all outstanding Eurodollar Loans for the Administrative Agent shallpurposes of Section 2.12), in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect ii) any new borrowings of Loans on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results such date shall also be part of such subsequent appraisals. Subject to the foregoing single Loan and within the foregoing limits, the Borrowers may borrow, repay (or prepayiii) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, all Lenders (including the requirement that no New Lenders) shall hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made hereunder if in such a manner so as to achieve the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)foregoing.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth hereinof this Agreement, each Lender agrees to make loans (each, a “Revolving Loans Loan,” and collectively, the “Revolving Loans”) to the Borrowers Borrower, from time to time on any Business Day during the Availability Period period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount that will at any time outstanding not result in greater than the excess, if any, of its Commitment at such Lender’s Revolving time over its Letter of Credit Exposure exceeding at such Lender’s Commitment. Notwithstanding time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the foregoing, sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans. (b) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, notwithstanding that the aggregate principal amount of Swingline Loans outstanding at any time time, when added to the Borrowers shall not exceed (1) aggregate principal amount of the lesser Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Credit Exposure at such time. The , may exceed its Commitment at such time, but provided that no Borrowing Base will be computed with such frequency as of Swingline Loans shall be required pursuant to Section 5.01(j) hereofmade if, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declinedimmediately after giving effect thereto, the Administrative Agent shallsum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, in good faith (y) the aggregate Letter of Credit Exposure of all Lenders at such time and in accordance with its customary practices, reduce (z) the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on aggregate principal amount of Swingline Loans outstanding at such time would exceed the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of aggregate Commitments at such subsequent appraisalstime. Subject to and on the foregoing terms and within conditions of this Agreement and the foregoing limitsSweep Program (as long as it remains in effect), the Borrowers Borrower may borrow, repay (or prepayincluding by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Revolving Swingline Loans. By their execution of this Agreement, on the Borrower, Wachovia, and after the date hereof through Lenders hereby agree that effective as of the Availability Period, Closing Date (i) the aggregate outstanding principal balance of loans (not exceeding the Swingline Commitment) made under the Sweep Program shall be Swingline Loans under this Agreement and the Sweep Program and subject to the termsterms hereof and thereof, provisions and limitations set forth herein, including the requirement that no Loan (ii) Wachovia shall be made the Swingline Lender hereunder if with respect to such Swingline Loans, and (iii) the amount thereof exceeds Availability at such time (in each case, after giving effect to the application applicable provisions of the proceeds of Terminating Senior Indebtedness with respect to such Loan)Swingline Loans are replaced by this Agreement.

Commitments. (a) The Term Loans Commitments and Revolving Credit Commitments. (i) Prior to the Restatement Effective Date, the Existing Lenders made term loans and delayed draw term loans (collectively, the “Existing Term Loan”) to the Borrowers in an initial aggregate principal amount equal to $75,000,000. As of the Restatement Effective Date, the aggregate outstanding principal balance of the Existing Term Loan is $73,445,312.50. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, on the Restatement Effective Date each Lender with a Term Loan Commitment severally agrees to make term loans (collectively, the “Restatement Term Loan”, and together with the Existing Term Loans, the “Term Loan”) to the Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan Commitment, which, for the sake of clarity, shall be an amount equal to $1,554,687.50 in the aggregate, such that, after giving effect to the making of such Restatement Term Loan, the aggregate outstanding principal balance of the Term Loan shall be $75,000,000 on the Restatement Effective Date. (ii) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. . (b) Notwithstanding the foregoing, the : (i) The aggregate principal amount of the Term Loan made on the Restatement Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (ii) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed the difference between (1x) the lesser of (A) the Total Revolving Credit Commitment and (By) the Borrowing Base minus (2) the LC Exposure at such timeaggregate Letter of Credit Obligations. The Borrowing Base will Revolving Credit Commitment of each Lender shall automatically and permanently be computed with such frequency as shall be required pursuant reduced to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost zero on the Effective Date as reflected in the opening Borrowing BaseFinal Maturity Date. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers may borrow, repay (and reborrow, the Revolving Loans on or prepay) and reborrow Revolving Loans, on and after the date hereof through Restatement Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (a) Subject to and upon the terms and conditions herein set forth, (i) each Lender having an Initiala Closing Date Term Loan Commitment severally agrees to make InitialClosing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which InitialClosing Date Term Loans shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000 and820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment ▇▇. ▇ ▇▇▇ ▇▇▇▇ Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000.400,000,000 and (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans and Amendment No. 3 New Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrowers Borrower (on a joint and several basis) from time to time during the Availability Period its applicable lending office in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that Revolving Credit Loans made in any Alternative Currency must be LIBOR Loans) that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Credit Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class; provided that, notwithstanding the foregoing, the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed the sum of (i) an amount sufficient to fund any working capital needs and/or working capital adjustments of the Borrower and its Restricted Subsidiaries plus (ii) an amount sufficient to fund the Transactions. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans denominated in Dollars (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of this Section 2.1(c), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitments at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. So long as any Lender is a Defaulting Lender, the Swingline Lender may require, in its sole discretion, as a condition precedent to the issuance, amendment or increase of any Swingline Loan, that the Borrower Cash Collateralize such Swingline Loan in an amount equal to the Swingline Lender’s Fronting Exposure immediately prior to, or simultaneously with, the issuance, amendment or increase of such Swingline Loan. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans (provided that, if no such notice is given by the Swingline Lender within seven days of making any Swingline Loan, notice to each Revolving Credit Lender shall be deemed to be provided by the Swingline Lender in accordance with this Section 2.1(d)), in which case (i) Revolving Credit Loans constituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the Section 2.1(d) by the date specified for such payment, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e) shall be conclusive absent manifest error. (f) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. (a) Subject to the terms and conditions set forth herein, each Term A Loan Lender agrees to make Revolving Term A Loans to the Borrowers from time to time Borrower during the Availability Period in an aggregate principal amount that will not at any time result in such Term A Loan Lender’s Revolving Credit Exposure Term A Loans exceeding such Lender’s its Term A Loan Commitment. Notwithstanding ; provided, that the foregoing, the aggregate principal amount of Term A Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant available in up to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisalsthree separate Borrowings. Subject to the foregoing terms and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations conditions set forth herein, including each Term B Loan Lender agrees to make Term B Loans to the requirement Borrower during the Availability Period in an aggregate principal amount that will not at any time result in such Term B Loan Lender’s Term B Loans exceeding its Term B Loan Commitment; provided, that the Term B Loans shall be available in up to three separate Borrowings. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of any Loans may not be reborrowed. For the avoidance of doubt, (i) no Term A Loan Lender shall be required to fund any portion of any Term B Loan, unless, and only to the extent, it is also a Term B Loan Lender, and no Term B Loan Lender shall be required to fund any portion of any Term A Loan unless, and only to the extent, it is also a Term A Loan Lender, and (ii) each Term A Loan shall be made hereunder if the amount thereof exceeds Availability at such time in CLP and each Term B Loan shall be made in Dollars. (in each case, after giving effect to the application b) The Commitments of the proceeds Lenders are several, i.e., the failure of such Loan)any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for any other Lender’s failure to make Loans as and when required hereunder.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees: (a) to make Revolving Loans a Term Loan to Borrower on the Borrowers from time to time during the Availability Period Closing Date in an aggregate principal amount up to the Term Loan Commitment; provided that any portion of the Term Loan Commitment not borrowed on the Closing Date shall terminate in accordance with Section 2.07(a); (b) to make Working Capital Loans to Borrower, at any time and from time to time after the Closing Date until the earlier of the Working Capital Loan Maturity Date and the termination of the Working Capital Loan Commitment of Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving the Working Capital Loan Limit being exceeded; and (c) to make Line of Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoingLoans to Borrower, the aggregate principal amount of Loans outstanding at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through Closing Date until the Availability Periodearlier of the Line of Credit Maturity Date and the termination of the Line of Credit Commitment of Lender in accordance with the terms hereof, in an aggregate principal amount up to the Line of Credit Commitment; provided that Lender’s commitment in respect of the Line of Credit Commitment shall be subject to Lender’s receipt of an Officer’s Certificate certifying that the proposed use of proceeds for any such Line of Credit Loan shall be for a category of use included on Schedule 3.12 or for any other use approved by Lender, and that in either case, the proceeds of such Line of Credit Loan (x) shall initially be deposited into the Line of Credit Loan, Asset Sale and Casualty Proceeds Account, subject to disbursement in accordance with the terms of the Security Agreement, and (y) shall be applied to such use (i) with respect to Line of Credit Loans made on the Closing Date, within 60 days after the making thereof, and (ii) with respect to all other Line of Credit Loans, within 15 days after the making thereof; provided that if Borrower shall not use such proceeds for the purposes stated in such Officer’s Certificate within the specified time period, then Borrower shall be required to apply such proceeds to a prepayment of Loans in accordance with the application of payments specified in Section 2.08(h)(ii). Amounts paid or prepaid in respect of the Term Loan and Line of Credit Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, provisions conditions and limitations set forth herein, including the requirement Borrower may borrow, pay or prepay and reborrow Working Capital Loans; provided that no any Working Capital Loan shall be made hereunder if the amount thereof exceeds Availability at such time or Line of Credit Loan that is repaid within five (in each case, after giving effect to the application 5) Business Days of the proceeds initial advancement thereof shall nonetheless be deemed to have accrued five (5) Business Days of such Loaninterest thereon at the rate set forth in Section 2.06(a).

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Loans Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrowers Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in an aggregate principal amount that will accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each case, v) after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of such Loanthe Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $100,000,000. (b) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans for general corporate purposes of the Borrower and its Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of the foregoing, none of the proceeds from Revolving Credit Loans may be used to finance any Hostile Take-Over Bid. (c) Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.16.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Revolving Loan Lender’s 's Revolving Credit Exposure exceeding Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s 's Term Loan Commitment. . (b) Notwithstanding the foregoing, the : (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such timeTotal Revolving Credit Commitment. The Borrowing Base will Revolving Credit Commitment of each Lender shall automatically and permanently be computed with such frequency as shall be required pursuant reduced to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost zero on the Effective Date as reflected in the opening Borrowing BaseFinal Maturity Date. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers Borrower may borrow, repay (or prepay) and reborrow Revolving Loansre-borrow, on and or after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the . (ii) The aggregate principal amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of such Loan)the Term Loan which is repaid or prepaid may not be re-borrowed.

Commitments. (a) Subject to the terms and conditions herein set forth hereinforth, each Lender severally, and not jointly, agrees to make Revolving the New Money Term Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in equal to such Lender’s Revolving Credit Exposure exceeding New Money Commitment in a single borrowing on the Closing Date. Such New Money Term Loans (i) will at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all New Money Term Loans made by each of the Lenders shall, unless otherwise specifically provided herein, consist entirely of New Money Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the New Money Commitment of such Lender’s Commitment. Notwithstanding the foregoing, (iv) shall not exceed in the aggregate principal amount the aggregate New Money Commitments of Loans outstanding at any time all Lenders and (v) shall be funded to the Borrowers shall not exceed (1) on the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent Closing Date in accordance with Section 5.01(j) hereof2.4(d). The Net Orderly Liquidation Value of Eligible Inventory New Money Term Loans shall be available in Dollars and Eligible LC Inventory was established as a percentage of cost on not later than the Effective Date as reflected Maturity Date, all then unpaid New Money Term Loans shall be repaid in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, full in good faith and in accordance with its customary practices, reduce the effective advance rates Dollars. (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)b) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing terms and within the foregoing limitsconditions herein set forth, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving give effect to the application refinancing and conversion of the proceeds DIP Loans into the Rolled Up Term Loans owing to each applicable Lender, each Lender severally agrees to make the Rolled Up Term Loans to the Borrowers hereunder and such Rolled Up Term Loans shall be deemed to have been made hereunder to the Borrowers, on the Closing Date, in a single term loan borrowing denominated in Dollars in a principal amount equal to such Lender’s Rolled Up Commitment on the Closing Date, and the DIP Loans owing to the Lenders under the DIP Credit Agreement shall be substituted with and exchanged for (and reevidenced and refinanced by) such Rolled Up Term Loans hereunder. The Rolled Up Term Loans deemed made or issued pursuant to this Section 2.01(b) shall be deemed made on a cashless basis without any actual funding. Upon the effectiveness of this Agreement, all Rolled Up Commitments of the Lenders shall be deemed fully-funded and such Rolled Up Commitments shall be deemed to be reduced to $0 and interest shall begin to accrue on the full amount thereof as of such Loan)date. Amounts paid or prepaid in respect of Rolled Up Term Loans may not be reborrowed. Not later than the Maturity Date, all then unpaid Rolled Up Term Loans shall be repaid in full in Dollars.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly to make (x) Australian Revolving Loans in dollars to any Australian Borrower, (y) Dutch Revolving Loans, at the Borrowers applicable Borrower’s option, in dollars or euros to any Dutch Borrower and (z) U.S. Revolving Loans, at the applicable Borrower’s option, in dollars or euros to any U.S. Borrower, in each case at any time and from time to time during on or after the Availability Period Closing Date until the earlier of one Business Day prior to the Revolving Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in in: (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment. Notwithstanding ; or (ii) the foregoing, sum of the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) total Revolving Exposures exceeding the lesser of (A) the Commitment total Revolving Commitments and (B) the Aggregate Borrowing Base minus then in effect. (2b) Within the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(jlimits set forth in clause (a) hereof, above and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered subject to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory terms, conditions and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limitslimitations set forth herein, the Borrowers may borrow, repay (pay or prepay) prepay and reborrow Revolving Loans. (c) The Administrative Agent shall not, without the prior consent of all Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Bank and Swingline Lender, as applicable, from making) any Revolving Loans or provide any Letters of Credit to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans, Swingline Loans, or Letters of Credit would either (i) cause the aggregate amount of the Revolving Exposure to exceed the Aggregate Borrowing Base or (ii) be made when one or more of the other conditions precedent to the making of Loans hereunder cannot be satisfied except, that, Administrative Agent may make (or cause to be made) such additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on behalf of the Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of the foregoing conditions precedent, if the Administrative Agent deems it necessary or advisable in its discretion to do so to (1) pay the premiums in respect of all required insurance policies of the Loan Parties, (2) pay property taxes and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law) against, all or any portion of the Collateral, (3) make repairs, (4) discharge Liens, (5) pay or perform any obligations of any Loan Party under any Collateral or (6) take any other action to protect or preserve the value of any Collateral, provided, that: (x) the total principal amount outstanding at any time of the Overadvances to the Borrowers which the Administrative Agent may make or provide (or cause to be made or provided) after obtaining such actual knowledge that the conditions precedent have not been satisfied, shall not exceed the amount equal to 10% of the Revolving Commitments and shall not cause the total Revolving Exposure to exceed the Revolving Commitments of all of the Lenders; (y) without the consent of all Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all Overadvances have been repaid, the Administrative Agent shall not make any additional Overadvance unless sixty (60) days or more have elapsed since the last date on which any Overadvance was outstanding; and (iii) the Administrative Agent shall be entitled to recover such funds, on and after demand from the Borrowers together with interest thereon for each day from the date hereof through such payment was due until the Availability Period, subject date such amount is paid to Administrative Agent at the terms, provisions and limitations set forth herein, including the requirement that no Loan interest rate provided for in Section 2.06(c). Each Lender shall be made hereunder if obligated to pay the Administrative Agent the amount thereof exceeds Availability at of its Pro Rata Percentage of any such time (Overadvance provided, that the Administrative Agent is acting in each case, after giving effect to accordance with the application terms of the proceeds of such Loanthis Section 2.01(c).

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time during (including, where applicable, loans by way of Banker’s Acceptances or BA Equivalent Notes) denominated in Dollars, U.S. Dollars, Euros or such other currency as agreed by the Availability Period Borrower Representative and the Administrative Agent in accordance with Section 2.16 (each such loan (including any Protective Advances), a “Revolving Credit Loan”) in an aggregate principal amount in Dollars or the Equivalent Amount in Dollars of a Revolving Credit Loan made in any other currency not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment at such time; provided that will not any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower Representative, be incurred, maintained and/or rolled over as, and/or converted into, Prime Rate Loans, Banker’s Acceptances or BA Equivalent Notes that are Revolving Credit Loans in Dollars, or ABR Loans or LIBOR Loans that are Revolving Credit Loans in U.S. Dollars or EURIBOR Loans or European Base Rate Loans that are Revolving Credit Loans in Euros; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender (other than the Swingline Lender in its capacity as such and the Administrative Agent in respect of Protective Advances) at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount Commitments in respect of such Class of Revolving Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as , (E) shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer not result in the aggregate amount of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason Lenders’ Revolving Credit Exposures of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value Class of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability Loans at such time exceeding the aggregate Commitments with respect to such Class, (in each caseF) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower at such time exceeding the CGI Line Cap then in effect, (G) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Swiss Line Cap then in effect; and (H) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower and the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Line Cap then in effect. (b) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to CGI Borrower in Dollars or U.S. Dollars and to Swiss Borrower in U.S. Dollars or Euros, which Swingline Loans (i) shall be Prime Rate Loans, ABR Loans or European Base Rate Loans, (ii) shall have the benefit of the provisions of Section 2.1(c), (iii) shall, in the aggregate for CGI Borrower and Swiss Borrower, not exceed at any time outstanding the Swingline Commitment, (iv) other than as described in Section 2.1(e), shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower at such time exceeding the CGI Line Cap then in effect, (v) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Swiss Line Cap then in effect, (vi) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower and the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Line Cap then in effect, and (viii) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. CGI Borrower shall be entitled to avail itself of Swingline Loans by drawing cheques on its Dollar chequing account and U.S. Dollar chequing account, as the case may be, maintained from time to time with the Swingline Lender at the Administrative Agent’s Office (or in such other accounts with the Swingline Lender at such other branch of the Swingline Lender as may be agreed upon by the Swingline Lender and the Borrower Representative from time to time). The debit balance from time to time in any such Dollar account shall be deemed to be a Prime Rate Loan outstanding to CGI Borrower from the Swingline Lender under the applicable Credit Facility. The debit balance from time to time in any such U.S. Dollar account shall be deemed to be an ABR Loan outstanding to CGI Borrower from the Swingline Lender under the applicable Credit Facility. If at any time CGI Borrower is a party to a cash concentration arrangement with the Swingline Lender, the amount of any overdraft from time to time in the Dollar or U.S. Dollar concentration account, as the case may be, of CGI Borrower established pursuant to such arrangement (which for greater certainty may include one of the Dollar or U.S. Dollar accounts identified above) shall, without duplication, be deemed to be a Prime Rate Loan or ABR Loan, as the case may be, outstanding to CGI Borrower from the Swingline Lender under the applicable Credit Facility. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower Representative, the Administrative Agent or the Required Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 14.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Administrative Agent that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans by the applicable Borrower in which case Revolving Loans constituting ABR Loans in respect of Swingline Loans in U.S. Dollars, Prime Rate Loans in respect of Swingline Loans in Dollars and European Base Rate Loans in respect of Swingline Loans in Euros shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) by each Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Article 8 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Insolvency Laws in respect of any Borrower), each Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (d) If the maturity date shall have occurred in respect of any Class of Commitments (the “Expiring Credit Commitment”) at a time when another Class or Classes of Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, each Borrower shall still be obligated to pay Swingline Loans borrowed by it and allocated to the Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any Class of Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower Representative, without the consent of any other Person.

Commitments. (1) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time after the Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,425,000,000. Term Loans may at the option of the Borrowers be incurred and maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in the aggregate the Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Available Currency to the Borrowers from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the Revolving Credit Loans (A) shall be made available in an aggregate principal amount of Loans outstanding not to exceed (i) $150,000,000 at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsDelayed Draw Closing Date (or if none, the Revolving Credit Maturity Date) and (ii) $200,000,000 at any time and from time to time on and after the Delayed Draw Closing Date and prior to the Revolving Credit Maturity Date, (B) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions and limitations set forth hereinhereof, including the requirement that no Loan (C) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such LoanClass of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (w) denominated in Dollars may be ABR or SOFR Loans, as further provided herein, (x) denominated in euros, shall be EURIBOR Rate Loans, (y) denominated in Sterling, shall be ▇▇▇▇▇ Loans and (z) denominated in any other Available Currency, shall be rate designated with respect to such Available Currency at the time such Available Currency is approved by the Administrative Agent and the Revolving Credit Lenders. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (and constitute a part of, be of the same Class as and have the same terms as) the Initial Revolving Credit Commitments, and shall be added to each Borrowing of outstanding Revolving Loans and Letters of Credit on a pro rata basis (based on the relative sizes of such Borrowings), so that each Revolving Credit Lender providing such Delayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary and to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBOR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower denominated in Dollars or any Alternative Currency as elected by the Borrower pursuant to Section 2.2 from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate Dollar Equivalent principal amount that shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments. Any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, (1) if denominated in Dollars, ABR Revolving Credit Loans (in the case ofor Term SOFR Revolving Credit Loans or (2) if denominated in any Alternative Currency, at the applicable Relevant Rate for Alternative Currency Revolving Credit Loans denominated in Dollars only) or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Multicurrency Exposure at such time exceeding the Multicurrency Sublimit then in effect. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Revolver Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. The Swingline Lender may, but shall have no obligation to, make any Swingline Loan if a default of any Revolving Credit Lender’s obligations to fund under Section 2.1(d) exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower has entered into arrangements reasonably satisfactory to the Swingline Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (d) On any Business Day occurring prior to the latest expiration date of the Revolving Commitments, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing such participation from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person. (f) Subject to the terms and conditions set forth hereinherein and in Amendment No. 1, each Tranche B-1 Term Loan Lender with a Tranche B-1 Term Loan Commitment severally agrees to make Revolving Loans (or exchange, as applicable) on the Amendment No. 1 Effective Date, a Tranche B-1 Term Loan to the Borrowers from time to time during the Availability Period Borrower denominated in Dollars in an aggregate principal amount that will not result in equal to such Tranche B-1 Term Loan Lender’s Revolving Credit Exposure exceeding such Lender’s Tranche B-1 Term Loan Commitment. Notwithstanding The Borrower may make only one borrowing under the foregoingTranche B-1 Term Loan Commitments, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as which shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing BaseAmendment No. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the 1 Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepayAmounts borrowed under this Section 2.1(f) and reborrow Revolving repaid or prepaid may not be reborrowed. Tranche B-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth as further provided herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth hereinforth, each Lender agrees hereby severally agrees, subject to make the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to the Borrowers be outstanding from time to time, to lend to Company from time to time during the Availability Period in period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate principal amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $50,000,000; provided that will the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4A(ii) and 2.4A(iii). Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on January 31, 1998 if the AXELs are not result funded on or before that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding this Agreement to the foregoingcontrary notwithstanding, the aggregate principal amount Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (i) in no event shall the Total Utilization of Loans outstanding Revolving Loan Commitments at any time to the Borrowers shall not exceed either (1a) the lesser of Revolving Loan Commitments then in effect or (Ab) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation sum of the Borrowing Base consistent with the results of then in effect plus all amounts spent through such subsequent appraisals. Subject to the foregoing and within the foregoing limitsdate on Permitted Business Acquisitions (other than amounts funded through equity issuances or indebtedness other than Revolving Loans); and (ii) for 30 consecutive days during each consecutive twelve-month period, the Borrowers may borrow, repay aggregate outstanding principal amount of all Revolving Loans shall not exceed REVOLVING LOAN CREDIT AGREEMENT EXECUTION 42 50 $10,000,000 plus all amounts spent on Permitted Business Acquisitions (other than amounts funded through equity issuances or prepay) and reborrow indebtedness other than Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender severally agrees to make Revolving Loans in a single drawing on the Effective Date to the Borrowers from time to time during the Availability Period each Borrower in an aggregate principal amount amounts requested by such Borrower; provided that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, (i) the aggregate principal amount of Loans outstanding at any time made by each Lender pursuant to the Borrowers this clause (a) shall not exceed (1) the lesser of (A) the such Lender’s Purchase Tranche Commitment and (Bii) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required aggregate principal amount of Loans made by each Lender to Target Opco Borrower pursuant to Section 5.01(jthis clause (a) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(jshall not exceed each Lender’s Purchase Tranche Target Opco Sublimit. (b) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing terms and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations conditions set forth hereinin this Agreement, including each Lender severally agrees to make Loans in a single drawing on the requirement Backstop Tranche Funding Date to each Borrower in amounts requested by such Borrower; provided that no Loan the aggregate principal amount of Loans made by each Lender pursuant to this clause (b) shall not exceed such Lender’s Backstop Tranche Commitment. Amounts borrowed under this Section 2.1.1.1 and prepaid or repaid under Section 2.2 may not be made hereunder if reborrowed. The Purchase Tranche Commitments shall terminate at the amount thereof exceeds Availability at such time earlier of (in each case, after giving effect to x) the application borrowing of the proceeds Purchase Tranche Loans and (y) the Purchase Tranche Commitment Termination Date. The Backstop Tranche Commitments shall terminate at the earlier of such Loan)(x) the borrowing of the Backstop Tranche Loans and (y) the Backstop Tranche Commitment Termination Date.

Commitments. (a) [Reserved]. (b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Revolving Credit Lender agrees agrees, severally and not jointly, to make Revolving Loans to the Borrowers Borrowers, on a joint and several basis as between the Borrowers, at any time and from time to time during on or after the Availability Period Sixth Amendment Effective Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such Lender▇▇▇▇▇▇’s Revolving Credit Commitment. Notwithstanding Within the foregoing, limits set forth in the aggregate principal amount of Loans outstanding at any time preceding sentence and subject to the Borrowers shall not exceed (1) the lesser of (A) the Commitment terms, conditions and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limitslimitations set forth herein, the Borrowers may borrow, repay (pay or prepay) prepay and reborrow Revolving Loans. (c) Each Lender having an Incremental Term Loan Commitment agrees, on severally and after the date hereof through the Availability Periodnot jointly, subject to the terms, provisions terms and limitations conditions and relying upon the representations and warranties set forth hereinherein and in the applicable Incremental Term Loan Assumption Agreement, including to make Incremental Term Loans to the requirement that Borrowers, on a joint and several basis as between the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (d) Notwithstanding anything in this Agreement to the contrary, no Loan more than seven (7) Classes of Loans and seven (7) Classes of Commitments shall be made hereunder if the amount thereof exceeds Availability outstanding at such time (in each case, after giving effect to the application of the proceeds of such Loan)any one time.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender having a U.S. Tranche A Term Loan Commitment severally agrees to make a loan (a “U.S. Tranche A Term Loan”) on the Effective Date to the Company in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which U.S. Tranche A Term Loan shall not exceed for any such Lender the U.S. Tranche A Term Loan Commitment of such Lender. Amounts repaid in respect of U.S. Tranche A Term Loans may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Lender having a U.S. Tranche B Term Loan Commitment severally agrees to make a loan (a “U.S. Tranche B Term Loan”) on the Effective Date to the Company in Dollars by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which U.S. Tranche B Term Loans shall not exceed for any such Lender the U.S. Tranche B Term Loan Commitment of such Lender. Amounts repaid in respect of U.S. Tranche B Term Loans may not be reborrowed. (c) Subject to the terms and conditions set forth herein, each Lender having a Euro Term Loan Commitment severally agrees to make a loan (a “Euro Term Loan”) on the Effective Date to the Euro Borrower in Euro by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, which Euro Term Loans shall not exceed for any such Lender the Euro Term Loan Commitment of such Lender. Amounts repaid in respect of Euro Term Loans may not be reborrowed. (d) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers any Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment. Notwithstanding the foregoing, (ii) subject to Section 2.04, the aggregate principal amount Dollar Amount of Loans outstanding at any time the total Revolving Credit Exposures exceeding the sum of the total Revolving Commitments or (iii) the Dollar Amount of the total Revolving Credit Exposures denominated in Foreign Currencies exceeding the Foreign Currency Sublimit. Within the foregoing limits and subject to the Borrowers shall not exceed (1) the lesser of (A) the Commitment terms and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limitsconditions set forth herein, the Borrowers may borrow, repay (or prepay) prepay and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrowers a Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in up to such Lender’s Revolving Credit Exposure exceeding such Lender’s Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. (b) Revolving Loans may, at the option of the Domestic Borrower, be requested in an aggregate amount of not more than $75,000,000 or an Equivalent Amount in an Alternative Currency calculated as of the date such Loans are requested (each a “Domestic Revolving Loan”). (c) Revolving Loans may, at the option of the Foreign Borrower, be requested in an aggregate amount of not more than $60,000,000 or an Equivalent Amount in an Alternative Currency calculated as of the date such Loans are requested (each a “Foreign Revolving Loan”). (d) Notwithstanding the foregoingforegoing clauses (b) and (c), the aggregate principal amount of all Foreign Revolving Loans outstanding and all Domestic Revolving Loans, including the total LC Exposure at any time to the Borrowers outstanding, shall not exceed (1) the lesser total of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer all of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(jRevolving Lenders’ Revolving Loan Commitments. (e) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing terms and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations conditions set forth herein, including each Term Loan Lender agrees to make a single Term Loan to the requirement that no Domestic Borrower on any Business Day during the applicable Availability Period, in an aggregate principal amount of up to such Lender’s Term Loan Commitment. The Term Loans shall be advanced in a single advance made hereunder if by each Term Loan Lender in Dollars and the amount thereof exceeds Availability Term Loan Commitments shall automatically expire following said advance, provided that the Domestic Borrower shall continue to be able to continue or convert Term Loan Borrowings from one Type to another at such time (in each casethe end of any applicable Interest Period, after giving effect to the application of the proceeds of such Loan)assuming no Default has occurred and is continuing. Amounts borrowed as Term Loans and repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to and upon the terms and conditions herein set forth forth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $625,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iii) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Loans denominated in Dollars, Euros or an Alternative Currency to the Borrowers Borrower as elected by the Borrower pursuant to Section 2.2 from its applicable lending office in an aggregate Dollar Equivalent principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that any of the foregoing such Revolving Loans: (A) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in an aggregate principal amount the case of Revolving Loans denominated in Dollars) or LIBOR Loans; provided that will not all Revolving Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof (for this purpose using the Dollar Equivalent of all Revolving Loans), (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results respect of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability Class at such time and (in each caseE) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that, (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date with respect to a given Class of Commitments, all Revolving Loans with respect to such Class shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d) (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars, in which case Revolving Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings or the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Revolving Credit Lender purchasing the same from and after such date of purchase.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, (a) each Lender agrees with a Term Loan Commitment agrees, severally and not jointly, to (i) make Term Loans to the Company, in dollars, in an aggregate principal amount not to exceed its Term Loan Commitment or (ii) with the consent of the Administrative Agent, pursuant to a timely Term Loan Conversion Notice delivered pursuant to the penultimate sentence of this Section 2.01(a), convert all of such Lender’s Existing Term Loans into a Term Loan to the Company, in dollars, outstanding under this Agreement, in either case on the Closing Date, and (b) each Lender with a Revolving Credit Commitment agrees, severally and not jointly, to make Revolving Loans to the Borrowers Company, at any time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or (ii) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment. Notwithstanding Within the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed limits set forth in clause (1b) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory preceding sentence and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions conditions and limitations set forth herein, including the requirement that no Company may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Administrative Agent has offered certain Lenders the opportunity to convert their respective Existing Term Loans into Term Loans hereunder and certain such Lenders have accepted such offer and elected to convert all of their respective Existing Term Loans into Term Loans hereunder by delivery of a duly executed, irrevocable written notice thereof to Administrative Agent substantially in the form supplied by Administrative Agent on the Platform (any such notice being a “Conversion Notice” and any Existing Term Loan to be converted pursuant thereto being a “Converted Term Loan”). On the Closing Date, Converted Term Loans shall be made hereunder if converted into (and shall constitute for all purposes hereunder) Term Loans under this Agreement and the amount thereof exceeds Availability at Administrative Agent shall record in the Register the Converted Term Loans converted into Term Loans hereunder. A Lender’s delivery of a duly executed Conversion Notice shall obviate the need for such time (in each caseLender to execute this Agreement or an Assignment and Acceptance with respect to its Term Loans, after giving effect such Conversion Notice being deemed a signature to the application of the proceeds of such Loan)this Agreement for all purposes.

Commitments. (a) Subject to and upon the terms and ----------- conditions herein set forth, each Bank with a B Term Loan Commitment severally agrees to make to either Borrower loans under the B Term Loan Facility (each a "B Term Loan" and, collectively, the "B Term Loans"), which (i) shall be made pursuant to up to two drawings at any time on and after the Initial B Term Assumption Date and on or prior to June 30, 1999, (ii) except as hereinafter provided, may, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all B Term Loans made as part of the same Borrowing shall, unless -------- otherwise specifically provided herein, consist of B Term Loans of the same Type, and (iii) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the B Term Loan Commitment, if any, of such Bank at such time. Once repaid, B Term Loans borrowed hereunder may not be reborrowed (except as provided in Section 1.13). B Term Loans may be incurred by either Borrower, but each Borrower shall be jointly and severally obligated in respect of all B Term Loans regardless of which Borrower incurs such B Term Loans. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender Bank with a Revolving Loan Commitment severally agrees to make to either Borrower loans under the Revolving Loans to Loan Facility (each a "Revolving Loan" and, collectively, the Borrowers "Revolving Loans"), which (i) shall be made at any time and from time to time during on and after the Availability Initial Borrowing Date and prior to the Revolving Maturity Date, (ii) except as hereinafter provided, may, at the option of the respective -------- Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Initial Borrowing Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month), (iii) may be repaid and reborrowed in an accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount that will not result in which, when combined with all Letter of Credit Outstandings at such Lender’s time, equals the Revolving Credit Exposure exceeding Loan Commitment of such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure Bank at such time. The Borrowing Base will Revolving Loans may be computed with such frequency as incurred by either Borrower, but each Borrower shall be required pursuant to Section 5.01(j) hereof, jointly and a compliance certificate from a Financial Officer severally obligated in respect of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value all Revolving Loans regardless of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of which Borrower incurs such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. Subject The Investor hereby commits to purchase on or prior to the Closing, directly or indirectly, on the terms and subject to the conditions set forth hereinherein and in the term sheet executed even with the date hereof (the “Equity Term Sheet”), equity securities of Purchaser (“Equity Securities”) with an aggregate purchase price not to exceed JPY 139.5 billion (its “Commitment Amount”), the net proceeds of which, together with the net proceeds of (a) the equity investments to be made pursuant to the equity commitment letter, dated as of the date hereof, by BCPE Pangea Cayman, L.P. (the “Lead Investor”) and BCPE Pangea Cayman2, Ltd. (“SPC2”), each Lender agrees addressed to make Revolving Loans Purchaser, and (ii) the equity investments to be made by each of Hoya Corporation, the Borrowers Seller, Apple Inc., Kingston Technology Company, Inc. and Dell, Inc. (together with the Lead Investor and SPC2, collectively, the “Co-Investor Equity Investments”) and (b) the debt financing to be made available by The Bank of Tokyo-Mitsubishi UFJ, Ltd, Sumitomo Mitsui Banking Corporation and Mizuho Bank Ltd. (as amended, restated, supplemented or otherwise modified from time to time during time, the Availability Period in an aggregate principal amount that “Debt Financing”), will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitmentbe used, as needed, to (i) fund amounts required to be paid by Purchaser pursuant to Sections 1.2 and 1.3 of the Acquisition Agreement and (ii) pay the fees and expenses required to be paid by Purchaser pursuant to the Acquisition Agreement. Notwithstanding the foregoing, the aggregate principal Investor and Purchaser may elect to reduce the Commitment Amount to be funded pursuant to this Agreement to the extent that the transactions contemplated by the Acquisition Agreement can be consummated with such reduced equity funding provided, that the Purchaser shall not reduce the commitment amount of Loans outstanding at any time Preferred Stock (as defined in the Equity Term Sheet) to be issued to Apple Inc. and Kingston Technology Corporation to be used to fund the Borrowers shall not exceed transactions contemplated by the Acquisition Agreement (1collectively, the “Total Preferred Stock Commitment Amounts”) without giving the lesser of (A) Investor the option to reduce its Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant Amount hereunder in an amount up to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer its pro rata portion of the Borrowers presenting its computation will total amount that the Total Preferred Stock Commitment Amounts may be delivered to so reduced. For the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value avoidance of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declineddoubt, the Administrative Agent shallInvestor shall not, under any circumstances, be obligated hereunder to directly or indirectly contribute to Purchaser any amounts in good faith and in accordance with excess of its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)Commitment Amount.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time during the Availability Period term of this Agreement, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s Term Loan Commitment. (b) Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to each Borrower shall not exceed the lower of (A) the difference between (x) the Individual Advance Amount of such Borrower and (y) the aggregate Letter of Credit Obligations of such Borrower and (B) the difference between (x) the then current Borrowing Base of such Borrower and (y) the aggregate Letter of Credit Obligations of such Borrower. Notwithstanding any of the foregoing, the aggregate principal amount of all Revolving Loans outstanding at any time to the all Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such timeTotal Revolving Credit Commitment. The Borrowing Base will Revolving Credit Commitment of each Lender shall automatically and permanently be computed with such frequency as shall be required pursuant reduced to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost zero on the Effective Date as reflected in the opening Borrowing BaseFinal Maturity Date. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers may borrow, repay (and reborrow, the Revolving Loans on or prepay) and reborrow Revolving Loans, on and after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the . (ii) The aggregate principal amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of such Loan)the Term Loan which is repaid or prepaid may not be reborrowed.

Commitments. (a) (i) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, an “Initial Term Loan”) to Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $405,000,000. Such Term Loans (x) may at the option of Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (y) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. On the Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (i) Notwithstanding anything to the contrary contained herein, the funded portion of each Initial Term Loan (i.e., the amount advanced in cash to Borrower on the Closing Date) shall be equal to 99% of the principal amount of such Initial Term Loan (it being agreed that Borrower shall be obligated to repay 100.0% of the principal amount of each Initial Term Loan, the Initial Term Loans shall amortize based on 100.0% of the principal amount thereof and interest shall accrue on 100.0% of the principal amount thereof, in each case as provided herein). (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment; provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (i) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Loan Maturity Date, provisions (ii) may, at the option of Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or Eurodollar Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (iii) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (iv) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Allied Systems at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender’s 's Revolving Credit Exposure exceeding Commitment; and (ii) each Term Loan Lender severally agrees to make the Term Loan to Allied Systems on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender’s 's Term Loan Commitment. ; (b) Notwithstanding the foregoing, the : (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Allied Systems shall not exceed (1) the lesser lower of (A) the difference between (x) the Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations and (B) the difference between (x) the then current Borrowing Base minus and (2y) the LC Exposure at such timeaggregate Letter of Credit Obligations. The Borrowing Base will Revolving Credit Commitment of each Lender shall automatically and permanently be computed with such frequency as shall be required pursuant reduced to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost zero on the Effective Date as reflected in the opening Borrowing BaseFinal Maturity Date. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers Allied Systems may borrow, repay (or prepay) and reborrow Revolving Loansreborrow, on and or after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein, including . (ii) The aggregate principal amount of the requirement that no Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. (iii) Any principal amount of the Term Loan which is repaid or prepaid may not be made hereunder if reborrowed. (iv) The aggregate principal amount of the Loans and Letter of Credit Obligations shall not at any time exceed (A) an amount thereof exceeds Availability at such time equal to (in each case, x) three and one quarter (3.25) multiplied by (y) the Consolidated EBITDA of the Parent and its Subsidiaries for the most recently completed twelve months after giving effect effect, if any, to the application pro forma adjustments set forth in Schedule 2.01(b)(iv) or (B) the maximum principal amount of Indebtedness which is permitted to be incurred by the Parent and its Subsidiaries under clause (i) of the proceeds second paragraph of Section 4.09 of the Indenture less all outstanding Capital Lease Obligations (as defined in the Indenture) incurred under such clause (i). (c) Notwithstanding Section 2.01(a) above, the Loan Parties hereby acknowledge, confirm and agree that (i) immediately prior to the effectiveness of this Agreement, (A) the outstanding principal amount of Existing Term Loan A is equal to $3,497,690.36, (B) the outstanding principal amount of Existing Term Loan B is equal to $21,388,443.27, (C) the outstanding principal amount of Existing Term Loan C is equal to $11,874,588.58, (D) the outstanding principal amount of the Existing Term Loan D (plus accrued and unpaid interest thereon) is equal to $29,457,187.52, (E) the outstanding principal amount of loans under the Existing Revolving Credit Facility is equal to $36,541,135.36 (all of such Loanindebtedness being hereinafter collectively referred to as the "Existing Facility Indebtedness"), and (F) the aggregate maximum amount available for drawing under the outstanding Letters of Credit issued under the Existing Financing Agreement is equal to $20,864,847; and (ii) such Existing Facility Indebtedness (other than the Existing Term Loan D) shall not be repaid in connection with the effectiveness of this Agreement, but shall constitute a portion of the Loans outstanding hereunder as of the effectiveness of this Agreement.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower in Dollars on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $200,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (i) Subject to and upon the terms and conditions herein set forth: each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrowers Borrower in Dollars or in an Alternative Currency from time to time during the Availability Period its lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment, provided that will not the Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans, provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount Revolving Credit Commitment in respect of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure such Class at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j(E) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each casenot, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans denominated in Dollars may be ABR Loans or LIBOR Loans and Revolving Credit Loans denominated in any Alternative Currency shall be LIBOR Loans, as further provided herein. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, or the Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers at any time and from time to time during the Availability Period term of this Agreement, as requested by the Borrower, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Credit Exposure exceeding Commitment; (ii) each Term Loan A Lender severally agrees to make the Term Loan A to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender▇▇▇▇▇▇’s Term Loan A Commitment. ; and (iii) each Term Loan B Lender severally agrees to make the Term Loan B to the Borrowers on the Effective Date, in an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇’s Term Loan B Commitment (b) Notwithstanding the foregoing, the aggregate principal amount of the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (c) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such timeTotal Revolving Credit Commitment. The Borrowing Base will Revolving Credit Commitment of each Lender shall automatically and permanently be computed with such frequency as shall be required pursuant reduced to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost zero on the Effective Date as reflected in the opening Borrowing BaseFinal Maturity Date. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers may borrow, repay (and reborrow, the Revolving Loans on or prepay) and reborrow Revolving Loans, on and after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (a) Subject to and upon the terms and conditions herein set forth forth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,000,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iii) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Loans denominated in Dollars, Euros or an Alternative Currency to the Borrowers Borrower as elected by the Borrower pursuant to Section 2.2 from its applicable lending office in an aggregate Dollar Equivalent principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that any of the foregoing such Revolving Loans: (A) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in an aggregate principal amount the case of Revolving Loans denominated in Dollars) or LIBOR Loans; provided that will not all Revolving Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof (for this purpose using the Dollar Equivalent of all Revolving Loans), (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results respect of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability Class at such time and (in each caseE) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that, (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date with respect to a given Class of Commitments, all Revolving Loans with respect to such Class shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrower, the Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in Dollars, in which case Revolving Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings or the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Revolving Credit Lender purchasing the same from and after such date of purchase.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender agrees agrees, severally and not jointly, to provide the Borrower with a Commitment equal to the product of such Lender's Applicable Percentage and $250,000,000, subject to reduction as herein set forth. Pursuant thereto, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrowers Borrower, at any time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit 's Total Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1ii) the lesser of (Ax) such Lender's Applicable Percentage of the Total Commitment and (By) such Lender's Applicable Percentage of the Borrowing Base minus (2) the LC Exposure in effect at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Within the limits set forth in this Section 5.01(j) hereof, 2.01 and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions conditions and limitations set forth herein, including without limitation, Section 2.09, the requirement that Borrower may borrow, pay or prepay and reborrow Loans on and after the Closing Date and prior to the Maturity Date. Without limiting the foregoing or any other provision of this Agreement, in no Loan event and at no time shall the sum of (i) the aggregate Revolving Credit Exposure (i.e., the aggregate principal amount of the Loans) and (ii) the aggregate L/C Exposure exceed the lesser of (x) the Borrowing Base (as the Borrowing Base may be made hereunder if changed from time to time pursuant to the provisions of this Agreement, including, without limitation, the provisions of Section 2.09) or (y) $250,000,000 (reduced from time to time by the amount thereof exceeds Availability at such of any reduction from time (to time in each case, after giving effect the Total Commitment occurring pursuant to the application provisions of this Agreement, including, without limitation, the proceeds provisions of such LoanSection 2.09). As a consequence thereof, and notwitstanding anything to the contrary contained or implied elsewhere in this Agreement, in no event and at no time may the Total Exposure exceed $250,000,000.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,650,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. (b) Subject to and upon the terms and conditions herein set forth, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower from time to time after the Closing Date until, but not including, the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans (i) shall not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Delayed Draw Term Loan Commitment, (iii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all such Delayed Draw Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Delayed Draw Term Loans of the same Type and (iv) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term Loans (if and when funded) shall be added to and a part of the Initial Term Loans, shall have the same terms as the Initial Term Loans and the Initial Term Loans and the Delayed Draw Term Loans shall be treated as part of a single class of Initial Term Loans for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. (c) Subject to and upon the terms and conditions set forth herein, herein each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans may by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (i) Subject to and upon the terms and conditions herein set forth, each Cashless Option Lender severally agrees to exchange its Existing Term Loan for a like principal amount of Tranche B-1 Term Loans (or such lesser amount as determined by the Amendment No. 1 Arrangers) on the Amendment No. 1

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower in Dollars on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans, Eurocurrency Rate Loans, Daily Simple RFR Loans or Term RFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be re-borrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrowers Borrower in Dollars or in an Alternative Currency from time to time during the Availability Period its lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that will not the Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans, Eurocurrency Rate Loans, Daily Simple RFR Loans or Term RFR Loans that are Revolving Credit Loans; provided, further, that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and re-borrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount Revolving Credit Commitment in respect of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure such Class at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j(E) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each casenot, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans denominated in Dollars may be ABR Loans, Eurocurrency Rate Loans, Daily Simple RFR Loans or Term RFR Loans and Revolving Credit Loans denominated in any Alternative Currency shall be Eurocurrency Rate Loans or Term RFR Loans, as further provided herein. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans or Daily Simple RFR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Revolving Credit Commitment then in effect and (v) may be repaid and re-borrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, or the Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans or Daily Simple RFR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having a Term Loan Commitment severally agrees to make a Term Loan on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender. Such Term Loans (i) shall be made on the Closing Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the aggregate the total of all Term Loan Commitments. On the Term Loan Maturity Date, all Original Term Loans shall be repaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrowers Borrower, at any time and from time to time during on or after the Availability Period Seventh Amendment Effective Date and prior to the Revolving Credit Maturity Date, which Revolving Credit Loans (A) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (B) may be repaid and reborrowed in an aggregate principal amount that will not accordance with the provisions hereof, (C) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each caseD) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in full. On the Seventh Amendment Effective Date, all Fourth Amendment Extended Revolving Credit Loans and all Non-Extended Revolving Credit Loans were repaid in full. On the Revolving Credit Maturity Date, all Revolving Credit Loans then outstanding shall be repaid in full, except to the extent set forth in any applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement with respect to any Other Revolving Credit Loans. (iii) For the avoidance of doubt and notwithstanding anything to the contrary expressed or implied herein, for so long as any Class of Revolving Credit Commitments has an earlier Maturity Date than any other Class of Revolving Credit Commitments (such Class with the earliest occurring Maturity Date being referred to as the “Earliest Maturing Revolving Class”), (w) each Borrowing of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate unutilized Revolving Credit Commitments with respect to each such Class) (but excluding any Earliest Maturing Revolving Class with respect to Borrowings to be made on the Maturity Date of such Class or the date the Revolving Credit Commitments with respect to such Class are terminated so long as all Revolving Credit Commitments and all Revolving Credit Loans under such Class have been terminated and repaid concurrently with or prior to such Borrowing), (x) each payment or prepayment (whether pursuant to Section 5.1 or 5.2 or otherwise) of Revolving Credit Loans shall be made pro rata across all such Classes (based on the aggregate principal amount of Revolving Credit Loans then outstanding with respect to each such Class), (y) any termination or reduction of Revolving Credit Commitments shall be made pro rata across all such Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class), and (z) subject to the last sentence of Section 3.3(a), all L/C Participations shall be pro rata across all such Classes (based on the aggregate Revolving Credit Commitments with respect to each such Class); provided that, in the case of any prepayment or repayment of Revolving Credit Loans under the Earliest Maturing Revolving Class or termination or reduction of Revolving Credit Commitments under such Class either on (A) the Maturity Date for such Class or (B) an earlier date, solely to the extent the Revolving Credit Loans under such Class are being repaid in full on such date and all Revolving Credit Commitments under such Class have been terminated on or prior to such date, any such prepayment, repayment, reduction or termination shall be applied (or, in the case of any voluntary prepayment pursuant to Section 5.1 or voluntary reduction pursuant to Section 4.2, at the Borrower’s option, may be applied) first to the Revolving Credit Loans under such Class until paid in full and to the Revolving Credit Commitments under such Class until terminated in full, as applicable, unless immediately after giving effect thereto the Aggregate Revolving Credit Outstandings would exceed 100% of the Total Revolving Credit Commitment as then in effect.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $775,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment, provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through the Availability Period, subject Closing Date and prior to the termsRevolving Credit Maturity Date, provisions (B) may, at the option of the Borrower be incurred and limitations set forth maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (c) [Reserved]. (d) [Reserved]. (e) [Reserved].

Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans (a) the Investor hereby irrevocably commits that, at or prior to the Borrowers from time Closing, it shall contribute or cause to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoingbe contributed to Parent (directly or indirectly through one or more equityholders of Investor or otherwise) by way of equity, loans or other instruments or securities, the aggregate principal amount GPC Commitment, the net proceeds of Loans outstanding at any time to which, together with the Borrowers shall not exceed (1) net proceeds of the lesser of (A) the PSC Commitment and the Debt Financing (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent including any Alternative Debt Financing that has been obtained in accordance with Section 5.01(j5.19 of the Merger Agreement), will be used to (i) hereofpermit Parent to fund a portion of the Merger Consideration and any other amounts required to be paid by Parent or Merger Sub, as applicable, pursuant to the Merger Agreement and (ii) pay related fees and expenses of the Company, Parent and Merger Sub required to be paid by Parent and Merger Sub, as applicable, pursuant to the Merger Agreement. The Net Orderly Liquidation Value Investor shall not, under any circumstances, be obligated to contribute to, purchase equity of, or otherwise provide funds to, Parent or any other Person by operation of Eligible Inventory this letter agreement in any amount in excess of its portion of the GPC Commitment as set forth on Schedule A hereto. In the event that Parent does not require all of the Aggregate Commitment with respect to which the Investor and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted Other Investor have committed pursuant to Section 5.04this letter agreement and the Other Equity Commitment Letter in order to consummate the transactions contemplated by the Merger Agreement, Net Orderly Liquidation Values have declined, then the Administrative Agent shall, in good faith and in accordance amount to be funded by the Investor and/or its permitted assignees with its customary practices, reduce respect to the effective advance rates (subject GPC Commitment shall be proportionately reduced. The Investor shall be entitled to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation assign a portion of the Borrowing Base consistent GPC Commitment to one or more Persons; provided, however, that the amount required to be funded by the Investor with the results of such subsequent appraisals. Subject respect to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall GPC Commitment will only be made hereunder if reduced by the amount thereof exceeds Availability at actually contributed by such time (in each case, after giving effect assignee to the application of the proceeds of such Loan)Investor.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s 's Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding 's Commitment or (ii) the foregoing, sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans outstanding exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower shall have the right at any time prior to 60 days after the Effective Date to increase the total Commitments to an amount of not more than $750,000,000, with each such increase to be in an amount of not less than $10,000,000 or a whole multiple of $1,000,000 in excess thereof, by requesting that one or more banks or financial institutions not a party hereto become Lenders hereunder; provided, that the addition of any such bank or financial institution shall be subject to the Borrowers consent of the Administrative Agent, which consent shall not exceed be unreasonably withheld or delayed. (1c) Any additional bank or financial institution which elects to become a Lender party to this Agreement pursuant to Section 2.01(b) shall execute a Joinder Agreement substantially in the lesser form of Exhibit C hereto with the Borrower and the Administrative Agent, whereupon such bank or financial institution shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Lender, effective on the date specified in such Joinder Agreement. Each additional bank or financial institution which executes and delivers a Joinder Agreement and becomes a party hereto and a "Lender" hereunder pursuant to such Joinder Agreement is hereinafter referred to as an "Additional Lender." (Ad) Any increase in the Commitment Commitments pursuant to this Section 2.01 shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the effective date specified in the Joinder Agreement; and (ii) each of the representations and warranties made by the Borrower in Article III (other than in Section 3.04 and Section 3.05(ii)shall be true and correct in all material respects on such effective date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Each notice requesting an increase in the Commitments pursuant to Section 2.01(b) shall constitute a certification by the Borrower to the effect set forth in clauses (i) and (Bii) of this Section 2.01(d). (e) Concurrently with the Borrowing Base minus (2) execution by an Additional Lender of a Joinder Agreement, the LC Exposure at Borrower shall make such time. The Borrowing Base will be computed with borrowing from such frequency Additional Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required pursuant to Section 5.01(jcause the aggregate outstanding principal amount of Revolving Loans owing to each Lender (including each such Additional Lender) hereof, and a compliance certificate from a Financial Officer to be proportional to such Lender's share of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each casetotal Commitments, after giving effect to any increase thereof; provided, however, that the application Borrower shall not be required to make any such borrowing or prepayment prior to the last day of the proceeds Interest Period then in effect of any outstanding Eurodollar Revolving Loan. (f) Upon any Additional Lender becoming a party hereto, the Administrative Agent shall notify each other Lender thereof and shall deliver to each other Lender a copy of the Joinder Agreement executed by such Loan)Additional Lender.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth, (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving Loans at any time outstanding not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding Commitment or its Pro Rata Share of the then extant Borrowing Base; and (ii) (ii) each Term Loan Lender severally agrees to make its portion of the Term Loan to the Borrower on the Effective Date, in an aggregate principal amount equal to the amount of such Lender’s Term Loan Commitment. . (b) Notwithstanding the foregoing, the : (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed (1) the lesser lower of (A) the Total Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening then current Borrowing Base. If by reason The Revolving Credit Commitment of any subsequent appraisals conducted pursuant each Lender shall automatically and permanently be reduced to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect zero on the Effective Final Maturity Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers Borrower may borrow, repay (or prepay) and reborrow the Revolving Loans, on and or after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the . (ii) The aggregate principal amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of such Loan)the Term Loan that is repaid or prepaid may not be reborrowed.

Commitments. ‌ (a) Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans Credit Loans”) to the Borrowers Borrower, from time to time during the Availability Period Commitment Period, in an aggregate principal amount that will at any one time outstanding in Dollars not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding such LenderLe▇▇▇▇’s Commitment. Notwithstanding During the foregoingCommitment Period, the Borrower may use the Commitments by borrowing, prepaying Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof; provided that at no time may the aggregate principal amount outstanding of Revolving Credit Loans outstanding at any to the Borrower exceed the Aggregate Commitment. (b) The Loans may from time to time be (i) Term SOFR Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrowers shall not exceed (1) the lesser of (A) the Commitment Borrower and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered notified to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory Sections 2.2 and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.042.7, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement provided that no Loan shall be made hereunder as a Term SOFR Loan after the day that is one month prior to the Maturity Date, and provided further that should any Lender or the Administrative Agent determine in good faith that it is generally illegal for the Lenders to make or maintain Term SOFR Loans, then the Administrative Agent shall promptly notify the Borrower of such determination in writing and upon receipt of such notice, the Borrower shall (i) not request that any Loans borrowed after receipt of such notice shall be Term SOFR Loans until such time as the Administrative Agent or such Lender determines that it is generally legal for the Lenders to make or maintain Term SOFR Loans, (ii) upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans and (iii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. (c) The Borrower may request an increase in the amount thereof exceeds Availability at of the Aggregate Commitment by offering to the Lenders or to other prospective Eligible Lenders acceptable to the Administrative Agent (“Prospective Lenders”) the opportunity to increase their Commitments or to extend Commitments hereunder, which request may be accepted or declined in the sole discretion of such time Lenders or other Prospective Lenders; provided, however, that (in each case, x) the Borrower shall not request an increase that would cause the Aggregate Commitment after giving effect to such increase to exceed $225,000,000, and any such requested increase shall be in integral multiples of $5,000,000 (or such lesser amount that is remaining) and (y) the application Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer dated as of the proceeds date of such Loanincrease certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase. Each such increase shall be evidenced by an amendment to this Agreement, giving effect to the modifications permitted by this clause (c), executed by the Borrower, the Administrative Agent and each Lender providing a portion of such increase.

Commitments. Subject to the terms and conditions relying upon the representations and warranties herein set forth hereinforth, each Bridge Lender agrees agrees, severally and not jointly, (a) to make a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment and (b) to make Revolving Loans (which shall be deemed to include unpaid or unreimbursed Additional Credit Disbursements) to the Borrowers Borrower, at any time and from time to time during on or after the Availability Period date hereof, and until the earlier of the Final Maturity Date and the termination of the Revolving Credit Commitment of such Bridge Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) such Bridge Lender’s 's Revolving Credit Exposure exceeding (ii) such Bridge Lender’s 's Revolving Credit Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed (1) the lesser of (A) the Total Revolving Credit Commitment (as such amount may be reduced pursuant to Section 2.08 hereto) and (B) an amount equal to up to eighty percent (80%) of the amount of Eligible Receivables, (this clause (1) (B) referred to herein as the "Borrowing Base Base"), minus (2) the LC Additional Credit Exposure at such timetime (excluding any unpaid or unreimbursed Additional Credit Disbursements). The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of Within the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected limits set forth in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith two immediately preceding sentences and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions conditions and limitations set forth herein, including including, without limitation, the requirement that no Revolving Loan shall be made hereunder if the amount thereof exceeds the Availability outstanding at such time (time, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in each case, after giving effect to the application respect of the proceeds of such Loan)Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving A Lender severally agrees to make Revolving A Loans to the Borrowers at any time and from time to time during from the Availability Period Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving A Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount that will of Revolving A Loans at any time outstanding not result in to exceed the amount of such Lender’s 's Revolving A Credit Exposure exceeding Commitment; and (ii) each B-Lender severally agrees to make a B-Loans to the Borrowers on the Effective Date in the amount of such Lender’s 's B-Commitment. . (b) Notwithstanding the foregoing, the : (i) The aggregate principal amount of the Revolving A Loans outstanding at any time to the Borrowers shall not exceed the difference between (1A) the lesser of (Ax) the Total Revolving A Credit Commitment and (y) the then current Borrowing Base and (B) the Borrowing Base minus aggregate Letter of Credit Obligations. (2ii) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer Any principal amount of the Borrowers presenting its computation will B-Loans which is repaid or prepaid may not be delivered to reborrowed. Upon funding of the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declinedB-Loans, the Administrative Agent shall, in good faith B-Commitment of each B-Lender shall automatically and in accordance with its customary practices, reduce the effective advance rates (subject permanently be reduced to further adjustments, downward or upward (but not above those in effect zero on the Effective Date). (iii) by reducing [Reserved] (iv) The Revolving A Credit Commitment shall automatically and permanently be reduced to zero on the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisalsFinal Maturity Date. Subject to the foregoing and within Within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow the Revolving A Loans, on and or after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein. (c) The Lenders shall have no obligation to make any Loans if, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, either immediately before or after giving effect to such Loans, the application aggregate amount of the proceeds Loans plus the Letter of Credit Obligations exceeds or will exceed the amount of Indebtedness permitted to be incurred under the Euro Indenture (the amount of any such Loanexcess is hereafter referred to as the "Indenture Deficit"), if such Indenture is in effect.

Commitments. (A) As of the Effective Date, (x) after giving effect to (i) the amendments and restatements contemplated in Section 1.1(a), (ii) the conversions contemplated in Section 1.1(b), (iii) the payments contemplated in Section 1.1(c), and (iv) the additional Term Loan Commitments and Revolving Commitments contemplated hereunder and (y) prior to the making of any additional Loans hereunder, the amount of Term Loans, Term Loan Commitment, Revolving Loans and Revolving Commitment for each relevant Bank will be as set forth in Schedule I-A hereto. As of the Amendment No. 10 Effective Date, (x) after giving effect to the repayment of Loans and the reduction of the Revolving Commitments contemplated by Amendment No. 10, and (y) prior to making any subsequent Loans hereunder, the amount of Term Loans, Term Loan Commitment, Revolving Loans and Revolving Commitment for each relevant Bank will be as set forth in Schedule I-B hereto. (B) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender Bank severally agrees to make a loan or loans (together with the Existing Term Loans, Existing Revolving Loans and Swingline Loans, each individually a "Loan" and, collectively, the "Loans") to the Borrowers Borrower, which Loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Credit Facility, as set forth below: (a) Each additional Loan under the Term Loan Facility (together with the Existing Term Loans, each individually a "Term Loan" and, collectively, the "Term Loans") (i) shall be made pursuant to one drawing, which shall be on the Effective Date, (ii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Term Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and (y) no conversion into Eurodollar Loans may be effected prior to the Syndication Date, and (iii) shall not exceed for any Bank at the time of incurrence thereof on the Effective Date that aggregate principal amount which equals the Available Term Loan Commitment, if any, of such Bank on such date. Once repaid, Term Loans may not be reborrowed. (b) Each of the Loans (including, without limitation, the Existing Revolving Loans) under the Revolving Credit Facility (together with the Existing Revolving Loans, each individually a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time during on and after the Availability Period Effective Date and prior to the RL Expiry Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Revolving Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Date, (iii) may be repaid and reborrowed in an accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount that will which, when combined with such Bank's Adjusted RL Percentage, if any, of the sum of (x) the Letter of Credit Outstandings plus (y) the outstanding principal amount of Swingline Loans, in each case at such time, equals the Available Revolving Commitment, if any, of such Bank at such time. (C) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on or after the Effective Date and prior to the Swingline Termination Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall have the benefit of the provisions of Section 1.2(B)(b), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not result exceed in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoingaggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and all Letter of Credit Outstandings at such time, the Adjusted Total Available Revolving Commitment then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks that a Default or Event of Default exists and is continuing until such time as BTCo shall have received written notice of (x) rescission of all such notices from the party or parties originally delivering same or (y) the waiver of such Default or Event of Default by the Required Banks. (D) On any Business Day, BTCo may, in its sole discretion, give notice to the Borrowers RL Banks (with an information copy to the Borrower, provided that the ▇▇▇▇▇▇▇ to give such notice to the Borrower shall in no way affect the validity and effectiveness of such notice) that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.5), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Banks pro rata based on each RL Bank's Adjusted RL Percentage, and ▇▇▇ ▇▇▇ceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans; provided that for the purposes solely of such Mandatory Borrowing the conditions precedent set forth in Section 5.2 shall not exceed be applicable. Each RL Bank hereby irrevocably agrees to such Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (1i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the lesser date of (A) the Commitment such Mandatory Borrowing and (Bv) any reduction in the Total Revolving Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing Base minus cannot for any reason be made on the date otherwise required above (2including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the LC Exposure at such time. The Borrowing Base will be computed with such frequency outstanding Swingline Loans as shall be required pursuant necessary to Section 5.01(j) hereofcause the RL Banks to share in such Swingline Loans ratably based upon their re▇▇▇▇▇▇▇▇ Adjusted RL Percentages, and a compliance certificate from a Financial Officer provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the Borrowers presenting its computation will be delivered date the respective assignment is purchased and, to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject extent attributable to the foregoing and within purchased assignment, shall be payable to the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on RL Bank purchasing same from and after such date of purchase. (E) The aggregate principal amount of each Borrowing under a Facility shall not be less than the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement Minimum Borrowing Amount for such Facility (except that no Loan Mandatory Borrowings shall be made hereunder if in the amount thereof exceeds Availability amounts required by Section 1.2(D)). More than one Borrowing may be incurred on any day, provided that at such no time (in each case, after giving effect to the application shall there be outstanding more than 10 Borrowings of the proceeds of such Loan)Eurodollar Loans.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having a Funding Date Commitment severally agrees to make a Loan or Loans on the Funding Date to the Borrower in U.S. Dollars in an aggregate principal amount equal to such Lender’s Funding Date Commitment resulting in aggregate proceeds to the Borrower equal to 99% of the Funding Date Commitment of such Lender. The initial aggregate principal amount of the Loans shall be $750,000,000. The Funding Date Commitments shall automatically terminate on the Commitment Expiration Date. (b) Loans (i) shall be made on the Funding Date, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not on the Funding Date exceed for any such Lender the Funding Date Commitment of such Lender and (iv) shall not on the Funding Date exceed in the aggregate the total of all Funding Date Commitments. (c) Incremental Commitments may be established as set forth in Section 2.23. Each Incremental Lender agrees, subject to the terms and conditions set forth hereinin the applicable Incremental Facility Agreement, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period under its Incremental Commitment of any Class in an aggregate principal amount not to exceed such Incremental Commitment. (d) Each Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not result be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoingrequest for costs for which compensation is provided under this Agreement, the aggregate principal amount provisions of Loans outstanding at any time to the Borrowers Section 2.10 shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loanapply).

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBOR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower denominated in Dollars or any Alternative Currency as elected by the Borrower pursuant to Section 2.2 from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate Dollar Equivalent principal amount that shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments. Any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Revolving Credit Loans (in the case of Revolving Credit Loans denominated in Dollars only) or LIBOR Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Multicurrency Exposure at such time exceeding the Multicurrency Sublimit then in effect. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Revolver Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. The Swingline Lender may, but shall have no obligation to, make any Swingline Loan if a default of any Revolving Credit Lender’s obligations to fund under Section 2.1(d) exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower has entered into arrangements reasonably satisfactory to the Swingline Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (d) On any Business Day occurring prior to the latest expiration date of the Revolving Commitments, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing such participation from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person. (f) Subject to the terms and conditions set forth hereinherein and in Amendment No. 1, each Tranche B-1 Term Loan Lender with a Tranche B-1 Term Loan Commitment severally agrees to make Revolving Loans (or exchange, as applicable) on the Amendment No. 1 Effective Date, a Tranche B-1 Term Loan to the Borrowers from time to time during the Availability Period Borrower denominated in Dollars in an aggregate principal amount that will not result in equal to such Tranche B-1 Term Loan Lender’s Revolving Credit Exposure exceeding such Lender’s Tranche B-1 Term Loan Commitment. Notwithstanding The Borrower may make only one borrowing under the foregoingTranche B-1 Term Loan Commitments, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as which shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing BaseAmendment No. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the 1 Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepayAmounts borrowed under this Section 2.1(f) and reborrow Revolving repaid or prepaid may not be reborrowed. Tranche B-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth as further provided herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, : (i) each Lender agrees to make Revolving Loans with an Initial U.S. Term Loan Commitment made, severally and not jointly, a U.S. Term Loan to the Borrowers from time to time during U.S. Borrower on the Availability Period Closing Date, in an aggregate principal amount equal to its Initial U.S. Term Loan Commitment. Amounts paid or prepaid in respect of U.S. Term Loans made on the Closing Date may not be reborrowed. (ii) each Lender with an Additional U.S. Term Loan Commitment agrees, severally and not jointly, to make a U.S. Term Loan to the U.S. Borrower on the Restatement Date, in an aggregate principal amount equal to its Additional U.S. Term Loan Commitment. Amounts paid or prepaid in respect of U.S. Term Loans made on the Restatement Date may not be reborrowed. (iii) each Lender with a Cayman Term Loan Commitment made, severally and not jointly, Cayman Term Loan to the Cayman Borrower on the Closing Date, in an aggregate principal amount equal to its Cayman Term Loan Commitment. Amounts paid or prepaid in respect of Cayman Term Loans may not be reborrowed. (b) Each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the U.S. Borrower or Cayman Borrower, as applicable, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (c) Each Lender with an Incremental Revolving Credit Commitment agrees, severally and not jointly, to make Incremental Revolving Loans to the U.S. Borrower or Cayman Borrower, as applicable, at any time and from time to time on or after the date of effectiveness of the Incremental Revolving Commitment, and until the earlier of the Incremental Revolving Credit Maturity Date and the termination of the Incremental Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Incremental Revolving Credit Exposure exceeding such Lender’s Incremental Revolving Credit Commitment. . (d) Notwithstanding any provision to the foregoingcontrary herein, following the Restatement Date and the funding of the Additional U.S. Term Loans pursuant to this Agreement (i) the terms of the Additional U.S. Term Loans shall be the same as the terms of the Initial Term Loans, and the Additional U.S. Term Loans shall constitute one tranche with, and be the same Class of U.S. Term Loans as, the aggregate principal amount Initial U.S. Term Loans made pursuant to Section 2.01(a)(i) of Loans outstanding at any time this Agreement, (ii) each reference in this Agreement to “U.S. Term Loan Commitment” shall include the Borrowers shall not exceed (1) the lesser of (A) the Additional U.S. Term Loan Commitment and (Biii) each reference to “Lender” shall include the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant Lenders signatory to Section 5.01(j) hereofthis Agreement, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to unless the application of the proceeds of such Loan)context shall require otherwise.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Term Loans or LIBORTerm SOFR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans to the Borrower denominated in Dollars or any Alternative Currency as elected by the Borrower pursuant to Section 2.2 from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate Dollar Equivalent principal amount that shall not, after giving effect thereto and to the application of the proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments. Any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, (1) if denominated in Dollars, ABR Revolving Credit Loans or Term SOFR Revolving Credit Loans or (2) if denominated in any Alternative Currency, at the applicable Relevant Rate for Alternative Currency Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Multicurrency Exposure at such time exceeding the Multicurrency Sublimit then in effect. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment at such time and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Revolver Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. The Swingline Lender may, but shall have no obligation to, make any Swingline Loan if a default of any Revolving Credit Lender’s obligations to fund under Section 2.1(d) exists or any Revolving Credit Lender is at such time a Defaulting Lender hereunder, unless, in each case, the Borrower has entered into arrangements reasonably satisfactory to the Swingline Lender to eliminate the Swingline Lender’s risk with respect to such Revolving Credit Lender or such risk has been reallocated in accordance with Section 2.16. (d) On any Business Day occurring prior to the latest expiration date of the Revolving Commitments, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars (each such Borrowing, a “Mandatory Borrowing”) by each Revolving Credit Lender pro rata based on each Revolving Credit Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing, or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing such participation from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed reallocated to the tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person. (f) Subject to the terms and conditions set forth hereinherein and in Amendment No. 1, each Tranche B-1 Term Loan Lender with a Tranche B-1 Term Loan Commitment severally agrees to make Revolving Loans (or exchange, as applicable) on the Amendment No. 1 Effective Date, a Tranche B-1 Term Loan to the Borrowers from time to time during the Availability Period Borrower denominated in Dollars in an aggregate principal amount that will not result in equal to such Tranche B-1 Term Loan Lender’s Revolving Credit Exposure exceeding such Lender’s Tranche B-1 Term Loan Commitment. Notwithstanding The Borrower may make only one borrowing under the foregoingTranche B-1 Term Loan Commitments, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as which shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing BaseAmendment No. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the 1 Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepayAmounts borrowed under this Section 2.1(f) and reborrow Revolving repaid or prepaid may not be reborrowed. Tranche B-1 Term Loans may be Base RateABR Loans or Eurodollar RateTerm SOFR Term Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth as further provided herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan).

Commitments. (A) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender Bank severally agrees to make Revolving Loans a loan or loans to one or more of the Borrowers entitled hereunder to borrow such loans, which loans shall be drawn, to the Borrowers extent such Bank has a commitment under such Facility, under the U.S. Dollar A Term Loan Facility, the Canadian Dollar A Term Loan Facility, the U.K. A Term Loan Facility, the B Term Loan Facility, the C Term Loan Facility and the Revolving Credit Facility, as set forth below: (a) Each loan under the U.S. Dollar A Term Loan Facility (each a "U.S. Dollar A Term Loan" and, collectively, the "U.S. Dollar A Term Loans") (i) shall be made to the Company as the Borrower thereof, (ii) shall be made pursuant to a single drawing, which shall be on the Initial Borrowing Date, (iii) shall be denominated in U.S. Dollars, (iv) shall be made as Base Rate Loans or Eurodollar Loans and, except as hereinafter provided, may, at the option of the Company, be maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that all U.S. Dollar A Term Loans made by all U.S. Dollar A Term Loan Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of U.S. Dollar A Term Loans of the same Type and (v) shall not exceed for any U.S. Dollar A Term Loan Bank at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the U.S. Dollar A Term Loan Commitment of such U.S. Dollar A Term Loan Bank at such time. Once repaid, U.S. Dollar A Term Loans may not be reborrowed. (b) Each loan under the Canadian Dollar A Term Loan Facility (each a "Canadian Dollar A Term Loan" and, collectively, the "Canadian Dollar A Term Loans") (i) shall be made to the Canadian Borrower as the Borrower thereof, (ii) shall be made pursuant to a single drawing, which shall be on the Initial Borrowing Date, (iii) shall be denominated in Canadian Dollars, (iv) subject to Annex III, shall be made as Canadian Prime Loans or B/A Rate Loans and shall be maintained as Canadian Prime Loans or B/A Rate Loans and (v) shall not exceed for any Canadian Dollar A Term Loan Bank at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the Canadian Dollar A Term Loan Commitment of such Canadian Dollar A Term Loan Bank at such time. Once repaid, Canadian Dollar A Term Loans may not be reborrowed. (c) Each loan under the U.K. A Term Loan Facility (each a "U.K. A Term Loan" and, collectively, the "U.K. A Term Loans") (i) shall be made to the U.K. Borrower as the Borrower thereof, (ii) shall be made pursuant to a single drawing, which shall be on the Initial Borrowing Date, (iii) shall be denominated in Sterling, (iv) shall be made as Eurodollar Loans and shall be maintained as Eurodollar Loans and (v) shall not exceed for any U.K. A Term Loan Bank at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the U.K. A Term Loan Commitment of such U.K. A Term Loan Bank at such time. Once repaid, U.K. A Term Loans may not be reborrowed. (d) Each loan under the B Term Loan Facility (each a "B Term Loan" and, collectively, the "B Term Loans") (i) shall be made to the Company as the Borrower thereof, (ii) shall be made pursuant to a single drawing, which shall be on the Initial Borrowing Date, (iii) shall be denominated in U.S. Dollars, (iv) shall be made as Base Rate Loans or Eurodollar Loans and, except as hereinafter provided, may, at the option of the Company, be maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that all B Term Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of B Term Loans of the same Type and (v) shall not exceed for any Bank at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the B Term Loan Commitment, if any, of such Bank at such time. Once repaid, B Term Loans may not be reborrowed. (e) Each loan under the C Term Loan Facility (each a "C Term Loan" and, collectively, the "C Term Loans") (i) shall be made to the Company as the Borrower thereof, (ii) shall be made pursuant to a single drawing, which shall be on the Initial Borrowing Date, (iii) shall be denominated in U.S. Dollars, (iv) shall be made as Base Rate Loans or Eurodollar Loans and, except as hereinafter provided, may, at the option of the Company, be maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that all C Term Loans made by all Banks pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of C Term Loans of the same Type and (v) shall not exceed for any Bank at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the C Term Loan Commitment, if any, of such Bank at such time. Once repaid, C Term Loans may not be reborrowed. (f) Each loan under the Revolving Credit Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made to the Company as the Borrower thereof, (ii) shall be made at any time and from time to time during on or after the Availability Period Initial Borrowing Date and prior to the Revolving Loan Maturity Date, (iii) shall be denominated in an U.S. Dollars, (iv) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (v) may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event may Revolving Loans be borrowed if after giving effect thereto (and to any concurrent repayment or prepayment of Revolving Loans), (i) the sum of the Total Revolving Extensions of Credit and the aggregate principal amount that will not result in such Lender’s Local Currency Loan Exposures would exceed the Total Revolving Credit Exposure exceeding Commitments then in effect or (ii) the Revolving Extensions of Credit of any Revolving Bank would exceed such Lender’s Revolving Bank's Revolving Credit Commitment. (g) Each Local Currency Loan (i) shall be made at any time and from time to time on or after the Initial Borrowing Date in accordance with the procedures set forth in Section 1.14 and prior to the Revolving Loan Maturity Date and (ii) shall be denominated in any Local Currency. Local Currency Loans may be borrowed by any Borrower. Notwithstanding anything to the foregoingcontrary contained in this Agreement, in no event may Local Currency Loans be borrowed under Section 1.14 if after giving effect thereto (and to any concurrent repayment or prepayment of Local Currency Loans) (A) the Dollar Equivalent of the aggregate principal amount of all outstanding Local Currency Loans outstanding at any time to would exceed the Borrowers shall not exceed (1) the lesser of (A) the Commitment and Local Currency Sublimit or (B) the sum of the Total Revolving Extensions of Credit and the aggregate Local Currency Loan Exposures would exceed the Total Revolving Credit Commitments then in effect. (B) Subject to and upon the terms and conditions herein set forth, Chase in its individual capacity agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Company (each a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base minus Rate Loans, (2ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the LC Exposure provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstanding (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of such Swingline Loans) and the aggregate Local Currency Loan Exposures at such time, an amount equal to the Total Revolving Credit Commitment then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Chase shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless Chase has entered into arrangements satisfactory to it and the Company to eliminate Chase's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Revolving Percentage of the outstanding Swingline Loans. Chase will not make a Swingline Loan after it has received written notice from the Company or the Majority Banks under the Revolving Credit Facility stating that a Default or an Event of Default exists until such time as Chase shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Majority Banks under the Revolving Credit Facility. (C) On any Business Day, Chase may, in its sole discretion, give notice to the Revolving Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base will Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be computed made on the immediately succeeding Business Day by all Revolving Banks pro rata based on each Revolving Bank's Revolving Percentage, and the proceeds thereof shall be applied directly to repay Chase for such outstanding Swingline Loans. Each Revolving Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by Chase notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such frequency Mandatory Borrowing and (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Company), each Revolving Bank (other than Chase) hereby agrees that it shall forthwith purchase from Chase (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be required pursuant necessary to Section 5.01(j) hereofcause the Revolving Banks to share in such Swingline Loans ratably based upon their respective Revolving Percentages, and a compliance certificate from a Financial Officer provided that all interest payable on the Swingline Loans shall be for the account of Chase until the Borrowers presenting its computation will be delivered date the respective assignment is purchased and, to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject extent attributable to the foregoing and within purchased assignment, shall be payable to the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on Bank purchasing same from and after the such date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)purchase.

Commitments. Subject to the terms and conditions set forth herein, each : (a) Each Lender severally agrees to make Revolving Term Loans to the Borrowers Borrower on the Closing Date denominated in Dollars in a principal amount equal to such L▇▇▇▇▇’s Term Commitment. (b) [Reserved]. (c) After the Closing Date: (i) In accordance with the terms of the Incremental Letter, the Borrower may borrow Incremental Term Loans from time to time during the Availability Period such Incremental Lender in an aggregate principal amount that will not result in up to such Lender’s Revolving Credit Exposure exceeding portion of the aggregate Commitment in respect thereof. As set forth in the Incremental Letter, in respect of any Incremental Term Loans made pursuant to Section 2.1(c)(i)(A), the principal amount of Incremental Term Loans shall be deemed to be an amount equal to the sum of (A) the price at which the applicable DISH DBS Indebtedness is repurchased plus (B)(x) in the case of Indebtedness resulting from DISH DBS Unsecured Notes, the Unsecured Notes Percentage of the difference between the principal amount of such Lender’s CommitmentDISH DBS Indebtedness and the purchase price thereof or (y) in the case of any other Indebtedness, the Other Notes Percentage of the difference between the principal amount of such DISH DBS Indebtedness and the purchase price thereof. Notwithstanding For the foregoingavoidance of doubt, fees in respect of Incremental Term Loans made pursuant to Section 2.1(c)(i)(B) shall be subject to the terms set forth in the Fee Letter. (A) If, as of the most recent date of determination, the Borrower is in pro forma compliance with the Leverage Ratio Requirement, the Borrower will use the proceeds of such Incremental Term Loans to make DBS Intercompany Loans in an amount equal to the proceeds of such Incremental Term Loans, which DBS Intercompany Loans shall be either (x) deposited into an escrow account in the name of DISH DBS subject to escrow or payment arrangements acceptable to the applicable Incremental Lenders, and shall be immediately released from such escrow or otherwise paid to redeem, repay or repurchase the applicable DISH DBS Indebtedness from such Incremental Lender (or its designee) or (y) paid directly to redeem, repay or repurchase the applicable DISH DBS Indebtedness from such Incremental Lender (or its designee). (B) If, as of the most recent date of determination, the Borrower is not in compliance with the Leverage Ratio Requirement (on a pro forma basis), the Borrower will use the proceeds of such Incremental Term Loans solely for the purchase by the Borrower of additional Subscription and Equipment Agreements from DNLLC or its Affiliates at a price as determined substantially in accordance with Annex 3. (A) The Incremental Term Loans (if and when funded) shall be added to and a part of the Initial Term Loans and shall have the same terms as the Initial Term Loans for all purposes hereunder, (B) the aggregate principal amount of all Incremental Term Loans outstanding at any time to the Borrowers shall not exceed the Incremental Capacity, (1C) there shall be no obligation or commitment on the lesser part of (A) any Lender to make any Incremental Term Loan to the Commitment Borrower, and (BD) to the Borrowing Base minus extent that any Incremental Term Loan incurred pursuant to clause (2c) is not fungible with the LC Exposure at applicable outstanding Class of Loans for United States federal income tax purposes, such timeIncremental Term Loan will have a separate CUSIP, LIN or any other identifier. The Borrowing Base will be computed with such frequency as Administrative Agent shall be required pursuant have no responsibility for determining whether the Incremental Capacity has been met or exceeded. (d) Each Lender agrees to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered make Closing Date Incremental Loans to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost Borrower on the Effective Closing Date as reflected denominated in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant Dollars in a principal amount equal to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)L▇▇▇▇▇’s Closing Date Incremental Commitment.

Commitments. (a) Subject to the terms and conditions set forth herein, each Lender having a Commitment severally, and not jointly, agrees to make Revolving Loans in Dollars to the Borrowers from time to time during Borrower on the Availability Period Closing Date in an aggregate principal amount that will not result to exceed the Initial Availability Amount. (b) Subject to the terms and conditions set forth herein, each Lender having a Commitment severally, and not jointly, agrees to make Loans in Dollars to the Borrower on or after the Full Availability Date in such amount as requested by the Borrower not to exceed, in the aggregate, such Lender’s Revolving Credit Exposure exceeding such then-remaining Commitment. (c) Each Lender’s Commitment. Notwithstanding the foregoing, Commitment shall be reduced on a dollar-for-dollar basis by the aggregate principal amount of any Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at made by such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent Lender in accordance with this Section 5.01(j2.01. (d) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shallLoans may be repaid, in good faith and whole or in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Periodpart, subject to the terms, provisions terms and limitations set forth herein, including conditions hereof. Loans are not revolving and amounts borrowed and repaid may not be thereafter reborrowed. (e) All Loans funded on or after the requirement that no Loan shall Closing Date will be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds same Type and, in the case of Eurodollar Loans, have the same Interest Periods and Eurodollar Rate as all other Eurodollar Loans then outstanding; provided that (x) the Loans made on the Closing Date shall have an initial Interest Period beginning on the Closing Date and ending on the last Business Day of the applicable Interest Period and (y) the initial Interest Period of any such Loan)Loans that are Eurodollar Loans and funded on or after the Full Availability Date shall commence on the date funded and shall end on the last day of the then-current Interest Period for all Eurodollar Loans then outstanding.

Commitments. i) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein, forth: (i) each Revolving Loan Lender severally agrees to make Revolving Loans to the Borrowers Borrower at any time and from time to time from the Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the amount of such Lender's Revolving Credit Commitment; (ii) each Term Loan A Lender severally agrees to make its portion of the Term Loan A to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan A Commitment; and (iii) each Term Loan B Lender severally agrees to make one or more Term Loans B to the Borrower at any time and from time to time during the Availability Period period from the Effective Date to earlier of (x) June 18, 2009 and (y) the date on which the Term Loan B Commitment is reduced to zero pursuant in accordance with the terms hereof, in an aggregate principal amount that will not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s 's Term Loan B Commitment. . (b) Notwithstanding the foregoing, the : (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrowers Borrower shall not exceed the difference between (1x) the lesser Total Revolving Credit Commitment and (y) the sum of (A) the Commitment aggregate Letter of Credit Obligations and (B) all Indebtedness of the Borrowing Base minus Loan Parties in respect of existing Third Party Letters of Credit (2) which, for the LC Exposure at avoidance of doubt, for the purpose of this Section 2.01(b)(i), shall not be included if such timeThird Party Letters of Credit are backstopped by a Letter of Credit or fully cash collateralized). The Borrowing Base will Revolving Credit Commitment of each Lender shall automatically and permanently be computed with such frequency as shall be required pursuant reduced to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost zero on the Effective Date as reflected in the opening Borrowing BaseFinal Maturity Date. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within Within the foregoing limits, the Borrowers Borrower may borrow, repay (or prepay) and reborrow Revolving Loansreborrow, on and or after the date hereof through Effective Date and prior to the Availability PeriodFinal Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Term Loan A made on the Effective Date shall not exceed the Total Term Loan A Commitment. The aggregate principal amount of the Term Loan B outstanding at any time shall not exceed the Total Term Loan B Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (iii) The aggregate principal amount of all Loans and Letter of Credit Obligations outstanding at any time to the Borrower shall not exceed the Total Commitment. (iv) The Borrower may borrow Revolving Loans to fund any Permitted Acquisition the Purchase Price of which is less than $5,000,000, including so long as (x) the requirement that no then unused and available Total Term Loan B Commitment shall be made hereunder not less than the amount of such requested Revolving Loans, and (y) if the aggregate amount of all such Revolving Loans exceeds $10,000,000 at any time outstanding, the Borrower shall immediately borrow a Term Loan B in an amount not less than such excess in accordance with Section 2.02 and use the proceeds thereof exceeds Availability at to repay all or a portion of such time Revolving Loans. (in each casev) Within 30 days after the Effective Date, after giving effect the Borrower may borrow a Term Loan B and apply the proceeds thereof to fund the application general working capital needs of the proceeds Borrower, provided that the aggregate principal amount of such Loan)Term Loan B shall not exceed $15,000,000.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Lender severally agrees to make Revolving Loans revolving credit loans (“Loans”) to the Borrowers Borrower from time to time during the Availability Commitment Period in an aggregate principal amount that will not result in at any one time outstanding which, when added to such Lender’s Revolving Credit Exposure exceeding Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment. Notwithstanding During the foregoingCommitment Period, the aggregate principal amount of Borrower may use the Commitments by borrowing, repaying the Loans outstanding at any in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be LIBOR Loans or Base Rate Loans, as determined by the Borrowers shall not exceed (1) the lesser of (A) the Commitment Borrower and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered notified to the Administrative Agent in accordance with Sections 2.2 and 2.3; provided, that each Swingline Loan shall be a Base Rate Loan. (b) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment or increase the amount of its existing Commitment, as applicable (each, a “Senior Credit Facility Increase”), in each case by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such Senior Credit Facility Increase and (ii) the Increased Facility Closing Date; provided, that (x) the aggregate principal amount of all Senior Credit Facility Increases shall not exceed $1,000,000,000, (y) no Default or Event of Default has occurred and is continuing or would result from each Senior Credit Facility Increase and (z) no Lender shall have any obligation to participate in any Senior Credit Facility Increase unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 5.01(j2.1(b) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as shall execute a percentage of cost on the Effective Date as reflected New Lender Supplement (each, a “New Lender Supplement”), substantially in the opening Borrowing Base. If form of Exhibit F, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by reason and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of LIBOR Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a LIBOR Loan (with an interest period to be selected by the Borrower), and upon such conversion the Borrower shall pay any subsequent appraisals conducted amounts owing pursuant to Section 5.042.12, Net Orderly Liquidation Values have declinedif any, (with such conversion being treated as a prepayment of all outstanding LIBOR Loans for the Administrative Agent shallpurposes of Section 2.12), in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect ii) any new borrowings of Loans on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results such date shall also be part of such subsequent appraisals. Subject to the foregoing single Loan and within the foregoing limits, the Borrowers may borrow, repay (or prepayiii) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, all Lenders (including the requirement that no New Lenders) shall hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made hereunder if in such a manner so as to achieve the amount thereof exceeds Availability at such time (in each case, after giving effect to the application of the proceeds of such Loan)foregoing.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, an “on the Closing Date made an Initial Term Loan”) in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lenderin an amount equal to the Initial Term Loan Commitment of such Lender, and in the aggregate shall not exceed the Total Initial(ii) each Additional Term Loan Lender having an Additional Term Loan Commitment severally agrees to make an Additional Term Loan denominated in Dollars to the Borrower on the First Amendment Effective Date, which Additional Term Loan shall not exceed for any such Additional Term Loan Lender the Additional Term Loan Commitment of such Additional Term Loan Lender. For the avoidance of doubt, the terms of the Additional Term Loans to be made hereunder shall, except as otherwise described herein and except to the extent of any upfront or similar fees, as applicable, be the same as the terms of the Initial Term Loans, and the Additional Term Loans made on the First Amendment Effective Date and the Initial Term Loans made on the Closing Date shall collectively be the Initial Term Loans hereunder. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (ii) may be repaid or prepaid (without premium or penalty other than as set forth hereinin Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrowers Borrower from time to time during the Availability Period its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount that will not result in to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Exposure exceeding Commitment; provided that any of the foregoing such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Revolving Credit Loans outstanding (A) shall be made at any time and from time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, time on and after the date hereof through Closing Date and prior to and excluding the Availability PeriodBusiness Day preceding the Revolving Credit Maturity Date, subject (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the termssame Borrowing shall, provisions and limitations set forth unless otherwise specifically provided herein, including consist entirely of Revolving Credit Loans of the requirement that no Loan same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall be made hereunder if the amount thereof exceeds Availability not, for any Lender at such time (in each caseany time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Loan)Class of Revolving Loan at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class and (F) made on the Closing Date shall not exceed $5,000,000.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender severally agrees to make a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to each Borrower, which Revolving Credit Loans to the Borrowers (i) shall be made at any time and from time to time during on and after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date, (ii) may, at the option of such Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or SOFR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in an aggregate principal amount that will accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, (A) shall not result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoingRevolving Credit Commitment at such time, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Commitment and (B) shall not result in the Borrowing Base minus aggregate Holdings Revolving Credit Exposure of all Lenders exceeding the Holdings Sublimit, (2C) shall not result in the LC aggregate ITC Midwest Revolving Credit Exposure at such time. The Borrowing Base will be computed with such frequency as of all Lenders exceeding the ITC Midwest Sublimit, (D) shall be required pursuant to Section 5.01(jnot result in the aggregate ITC Great Plains Revolving Credit Exposure of all Lenders exceeding the ITC Great Plains Sublimit, (E) hereofshall not result in the aggregate METC Revolving Credit Exposure of all Lenders exceeding the METC Sublimit, (ix) shall not result in the aggregate ITCTransmission Revolving Credit Exposure of all Lenders exceeding the ITCTransmission Sublimit, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j(x) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case, after giving effect thereto and to the application of the proceeds thereof, shall not result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be $1,000,000,000. (b) Each Borrower shall use the Letters of Credit and the proceeds from the Revolving Credit Loans and Swingline Loans for (i) refinancing the Specified Existing Indebtedness on the Closing Date, and (ii) general corporate purposes of such LoanBorrower and its respective Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that, notwithstanding any of the foregoing, none of the proceeds from Revolving Credit Loans or Swingline Loans may be used to finance any Hostile Take-Over Bid.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender having a Term Loan Commitment severally agrees to make a Term Loan on the Closing Date to the Borrower, which Term Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender. Such Term Loans (i) shall be made on the Closing Date, (ii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all such Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iv) shall not exceed in the aggregate the total of all Term Loan Commitments. On the Term Loan Maturity Date, all Original Term Loans shall be repaid in full. All Other Term Loans shall be repaid in full on the Maturity Date set forth in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the Borrowers Borrower, which Revolving Credit Loans (A) shall be made at any time and from time to time during after the Availability Period Closing Date and prior to the Revolving Credit Maturity Date; provided that Revolving Credit Loans may be made on the Closing Date in an aggregate principal amount not to exceed $48,000,000, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans; provided that will not all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time and (in each caseE) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such Loan)time exceeding the Total Revolving Credit Commitment then in effect.

Commitments. (a) Subject to the terms and conditions set forth hereinhereof, each Non-Extending Lender severally agrees to make Revolving Loans revolving credit loans in Dollars to the Borrowers GM (each a "Non-Extended Loan") from time to time during the Availability applicable Commitment Period in an aggregate principal amount that will at any one time outstanding not result in to exceed the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s 's Non-Extended Commitment. Notwithstanding During the foregoingCommitment Period, GM may use the Non-Extended Commitments by borrowing, prepaying the Non-Extended Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof; provided that, after (i) the Available Non-Extended Commitment of any Non-Extending Lender shall not be less than zero, (ii) the sum of the Non-Extended Loans plus the Competitive Loans and Money Market Advances shall not exceed the aggregate Non-Extended Commitments then in effect of all Non-Extending Lenders and (iii) the Total Extensions of Credit shall not exceed the aggregate Commitments then in effect of all Lenders. (b) Subject to the terms and conditions hereof, each Lender having a US Secured Commitment (a "US Secured Lender") severally agrees to make revolving credit loans in Dollars to GM (each a "US Secured Loan") from time to time during the applicable Commitment Period in an aggregate principal amount of Loans outstanding at any one time outstanding not to exceed the Borrowers shall not exceed (1) amount of such Lender's US Secured Commitment. During the lesser of (A) applicable Commitment Period, GM may use the Commitment and (B) US Secured Commitments by borrowing, prepaying the Borrowing Base minus (2) the LC Exposure at such time. The Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereofUS Secured Loans in whole or in part, and a compliance certificate from a Financial Officer of the Borrowers presenting its computation will be delivered to the Administrative Agent reborrowing, all in accordance with Section 5.01(j) the terms and conditions hereof. The Net Orderly Liquidation Value of Eligible Inventory and Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in each case; provided that, after giving effect to the application making of such Borrowing (and after giving effect to the use of proceeds thereof) (i) the Available US Secured Commitment of any US Secured Lender shall not be less than zero, (ii) the aggregate amount of the proceeds US Secured Loans at any one time outstanding shall not exceed the aggregate US Secured Commitments then in effect of all US Secured Lenders and (iii) the Total Extensions of Credit shall not exceed the aggregate Commitments then in effect of all Lenders. (c) Subject to the terms and conditions hereof, each Lender having a Canadian/US Secured Commitment (a "Canadian/US Secured Lender") severally agrees to make revolving credit loans in Dollars or Canadian Dollars to GM Canada and in Dollars to GM through its Applicable Lending Office (each a "Canadian/US Secured Loan") from time to time during the applicable Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Commitment Percentage of the L/C Obligations, does not exceed the Dollar Equivalent of such LoanLender's Canadian/US Secured Commitment, provided that any Applicable Lending Office making Revolving Credit Loans to GM Canada shall be a Qualifying Canadian/US Lender. During the applicable Commitment Period, the Borrowers may use the Canadian/US Secured Commitments by borrowing, prepaying the Canadian/US Secured Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof; provided that, after giving effect to the making of such Borrowing (and after giving effect to the use of proceeds thereof) (i) the Available Canadian/US Secured Commitment of any Canadian/US Secured Lender shall not be less than zero, (ii) the Canadian/US Secured Extensions of Credit at any one time outstanding shall not exceed the aggregate Canadian/US Secured Commitments then in effect of all Canadian/US Secured Lenders and (iii) the Total Extensions of Credit shall not exceed the aggregate Commitments then in effect of all Lenders. (d) The Non-Extended Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in Dollars on the Non-Extended Termination Date. The Extended Secured Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in Dollars or Canadian Dollars, as the case may be, on the Extended Termination Date. (e) Subject to subsections 2.15 and 2.17: (i) the Non-Extended Loans may from time to time be (A) Eurodollar Loans denominated in Dollars, (B) ABR Loans denominated in Dollars or (C) any combination thereof, as determined by GM and notified to the Agent in accordance with subsections 2.2 and 2.9; (ii) the US Secured Loans may from time to time be (A) Eurodollar Revolving Credit Loans denominated in Dollars, (B) ABR Loans denominated in Dollars or (C) any combination thereof, as determined by GM and notified to the Agent in accordance with subsections 2.3 and 2.9; and (iii) the Canadian/US Secured Loans may from time to time be (A) Eurodollar Revolving Credit Loans denominated in Dollars, (B) ABR Loans denominated in Dollars, (C) Canadian Base Rate Loans denominated in Canadian Dollars or (D) any combination thereof, as determined by GM or GM Canada, as the case may be, and notified to the Agent in accordance with subsections 2.3 and 2.9; Notwithstanding the foregoing, (a) no Non-Extended Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Non-Extended Termination Date and (b) no Extended Secured Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Extended Termination Date. Each Lender may make or maintain its applicable Loans for the account of the relevant Borrower and each Canadian/US Secured Lender may participate in Letters of Credit to or for the account of the applicable Borrower by or through such Lender's Applicable Lending Office. (f) GM, on behalf of the Borrowers, may from time to time elect to increase any of the Extended Secured Commitments by one or more increases (each a "Secured Commitment Increase"), each in a minimum amount of $25,000,000; provided that the Extended Secured Commitments shall not be increased by more than an amount equal to (i) $4,480,000,000 less (ii) an amount equal to the aggregate amount of the Extended Secured Commitments hereunder on the Effective Date. The Borrowers may arrange for any such increase to be provided by one or more Secured Lenders (each Secured Lender that commits to participate in such increase, an "Increasing Lender"), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an "Additional Lender"), provided that (i) each Additional Lender, shall be subject to the approval of GM, the Agent (such approval not to be unreasonably withheld or delayed) and the Issuing Banks (such approval not to be unreasonably withheld or delayed), and (ii) to the extent any Additional Lender commits to extend Canadian/US Secured Loans to GM Canada, such Additional Lender (or its Applicable Lending Office) shall be a Qualifying Canadian/US Lender (x) in the case of an Increasing Lender, the Borrowers and such Increasing Lender shall execute an agreement substantially in the form of Exhibit J hereto, and (y) in the case of an Additional Lender, the Borrowers and such Additional Lender execute an agreement substantially in the form of Exhibit K hereto. Each Secured Commitment Increase shall become effective on a date agreed to by GM, the Agent, the Increasing Lenders and the Additional Lenders under such Secured Commitment Increase, and the Agent shall notify each Secured Lender thereof. Notwithstanding the foregoing, no Secured Commitment Increase shall become effective under this paragraph unless, on the proposed date of the effectiveness of such Secured Commitment Increase, the conditions set forth in paragraphs (b) and (c) of subsection 4.2 and paragraphs (a) and (b) of subsection 4.3 shall be satisfied or waived by the Majority Secured Lenders and the Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of GM. On the effective date of any Secured Commitment Increase, (i) each relevant Increasing Lender and each Additional Lender shall make available to the Agent such amounts in immediately available funds as the Agent shall determine, for the benefit of the Secured Lenders, as shall be required in order to cause, after giving effect to such Secured Commitment Increase and the use of such amounts to make payments to such other Secured Lenders, each Secured Lender's pro rata portion of the aggregate outstanding US Secured Loans or aggregate Canadian/US Secured Extensions of Credit, as applicable, to equal such Secured Lender's Commitment Percentage of the aggregate US Secured Loans outstanding or aggregate Canadian/US Secured Extensions of Credit, as applicable, and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Extended Secured Loans as of the date of any increase in the Extended Secured Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements hereunder). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.20 if such deemed payment occurs other than on the last day of the related Interest Periods. No Secured Lender shall be obligated to increase its Commitment, unless it so agrees.