Common use of Commitments Clause in Contracts

Commitments. Subject to the terms and conditions set forth herein: (a) each Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars to the 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars to the 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 Revolving Credit Lender agrees, severally and not jointly, to make Revolving Facility Credit Loans of a Class in Dollars andto any Borrower, from at any time and after the Spinoff Date, any Alternative Currency to the applicable Borrower from time to time during on or after the Availability Period in an aggregate Dollar Equivalent amount that will not result in (i) such Lender’s Closing Date and until the earlier of the Revolving Facility Credit Exposure Maturity Date and the termination of such Class exceeding such Lender’s the Revolving Facility Credit Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination Lender in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to accordance with the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrowerhereof, 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 Revolving Credit Commitment and such Lender’s Pro Rata Percentage of the Borrowing Base. Within the limits of the foregoing, and subject to the terms, conditions and limitations otherwise set forth herein, 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 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 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 Administrative Agent to fund, and has funded its Incremental participation in any Protective Loan purchased hereunder, the Administrative Agent shall promptly distribute to such 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 (and prior to such date, all payments on account of the Protective Loans shall be payable to the 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, and (d) amounts of Term . Protective Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not shall be reborrowedpayable by the applicable Borrower on demand.

Commitments. Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower Borrowers from time to time during the Availability Period in an aggregate principal amount that will not exceed its then result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding Initial Term A Loan Commitment (as reduced from at any time to time 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 2.08(a)); provided that (i5.01(j) there shall be no more than three separate borrowings hereof. The Net Orderly Liquidation Value of Initial Term A LoansEligible 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, (ii) each Borrowing of Initial Term A Loans shall reduce Net Orderly Liquidation Values have declined, the Initial Term A Loan Commitments Administrative Agent shall, in good faith and in accordance with Section 2.08(a) and its customary practices, reduce the effective advance rates (iii) all Initial Term A Loans subject to further adjustments, downward or upward (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 but 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are above those in effect on the Closing 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. Within Subject to the foregoing limits and subject to within the terms and conditions set forth hereinforegoing limits, the Borrowers may borrow, prepay repay (or prepay) and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally on and not jointlyafter the date hereof through the Availability Period, subject to the terms terms, provisions and conditions limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds Availability at such time (in the applicable Incremental Assumption Agreementeach case, to make Incremental Loans after giving effect to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts application of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedthe proceeds of such Loan).

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees(acting through any of its branches or affiliates) severally, severally and but not jointly, agrees to make Initial Term A Loans (other than Swingline Loans which shall be governed by Section 2.09) in Dollars U.S. dollars to the 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 Revolving Facility Commitment of such Class, or (ii) the total Revolving Facility Credit Exposure of such Class Exposures exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay repay and reborrow Revolving Facility the Loans,. (cb) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to On the terms and conditions set forth herein, upon the Effective Date (i) the Pre-Petition Loans held by the Pre-Petition 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 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”). Without limiting the 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 doubt, the Specified Default Interest (as defined in the applicable Incremental Assumption AgreementPrepackaged Plan) and fees due in respect of the DIP Loans, the Pre-Petition Loans and the Existing Letters of Credit) shall be deemed to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedconstitute Indebtedness.

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 (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 herein: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. (ab) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the 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 applicable lending office (as reduced from time to time in accordance with Section 2.08(a)); provided that (ieach, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental 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 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 (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 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) amounts 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 Term Revolving Credit Loans, in which case (i) Revolving Credit Loans borrowed under Section 2.01(aconstituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cby 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 prepaid 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 not be reborrowedreduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. (a) (i) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, having a Tranche A Term Loan Commitment severally and not jointly, agrees to make Initial a loan or loans (each a “Tranche A Term A Loans in Dollars Loan”) to the Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will Dollars, which Tranche A Term Loans shall not exceed its then outstanding Initial for any such Lender the Tranche A Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a))of such Lender; provided that and Such Tranche A Term Loans (i) there shall be no more than three separate borrowings of Initial Term A Loansmade on the Effective Date, (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 such Tranche A Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Tranche A Term A Loans shall reduce of the Initial Term A Loan Commitments same Type, (iii) may be repaid or prepaid 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 purposesprovisions hereof, 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are but once repaid or prepaid prepaid, may not be reborrowed, (iv) shall not exceed for any such Lender the Tranche A Term Loan Commitment, of such Lender and (v) shall not exceed in the aggregate the total of all Tranche A Term Loan Commitments. On the Tranche A Term Loan Maturity Date, all Tranche A Term Loans shall be repaid in full.

Commitments. (a) Subject to and upon the terms and conditions herein set forth forth, each Lender having a Term Loan Commitment severally agrees to make a loan or loans (each a "Term Loan" and, collectively, the "Term Loans") to the 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. (ab) Subject to and upon the terms and conditions herein set forth, each Lender agrees, having a Revolving Credit Commitment severally and not jointly, agrees to make Initial Term A Loans in Dollars a loan or loans (each a "Revolving Credit Loan" and, collectively, the "Revolving Credit Loans") to the Initial Borrower 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 which, when added to the product of (x) such Lender's Revolving Credit Commitment Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Credit Commitment of such Lender at such time and (v) 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 then outstanding Initial Term A Loan Commitment (as reduced individual capacity agrees, at any time and from time to time in accordance with Section 2.08(a)); provided that 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) there shall be no more than three separate borrowings of Initial Term A ABR Loans, (ii) each Borrowing shall have the benefit of Initial Term A 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 shall reduce then outstanding and all Letter of Credit Outstandings at such time, equals the Initial Term A Loan Commitments Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with Section 2.08(a) 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 (iii) all Initial Term A Loans (if and when funded) is continuing until such time as Chase shall have the same terms and shall be treated as a single Class for all purposes, except that interest on each Borrowing received written notice 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) rescission of all such Lender’s Revolving Facility Credit Exposure of notices from the party or parties originally delivering such Class exceeding such Lender’s Revolving Facility Commitment of such Class, notice or (ii) the Revolving Facility Credit Exposure waiver of such Class exceeding Default or Event of Default in accordance with the total Revolving Facility Commitments provisions of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, andSection 13.1. (d) amounts 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 Term Revolving Credit Loans, in which case a Borrowing of Revolving Credit Loans borrowed under Section 2.01(aconstituting ABR Loans (each such Borrowing, a "Mandatory Borrowing") or Section 2.01(cshall 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 are repaid or prepaid 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 reborrowedmade 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 set forth herein: (a) , each Lender agreesLender, severally and not jointly, agrees to make Initial Term A Global Loans in Dollars to the Initial Borrower 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 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 Revolving Facility Commitment of such ClassCommitment, or (ii) the Revolving Facility sum of the total Credit Exposure of such Class Exposures exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Global Loans,. (cb) 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 Lender having an Incremental Commitment agreesEurocurrency Borrowing then outstanding, severally the Borrowers shall prepay such Loans in their entirety, and, to the extent the Company elects to do so and not jointly, subject to the terms and conditions set forth specified in Article 4, the Borrowers shall reborrow Loans from the Lenders in proportion to their respective applicable Incremental Assumption AgreementCommitments after giving effect to such increase, to make Incremental until such time as all outstanding Loans to are held by the applicable Borrower, Lenders in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedsuch proportion.

Commitments. Subject to and upon the terms and conditions herein set forth, each Bank having a Commitment under the relevant Portion severally agrees (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 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 on or after the 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 herein:below. (a) each Lender agreesLoans under the Term Portion of the Loan Facility (each, severally 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 not jointlythe B Term Loan Facility (each, to make Initial a "B Term A Loans in Dollars Loan" and, collectively, the "B Term Loans") to the Initial 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 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 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 Bank at such time, and (iv) shall not be made pursuant to a particular Notice of Borrowing if the aggregate principal amount of Acquisition Term Loans then outstanding, after giving effect to the 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 Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time during to the Availability Period U.S. Borrowers after the Closing Date and prior to the Revolving Loan Commitment Termination Date in an aggregate principal amount 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 will 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 its then for any Bank at any time outstanding Initial Term A 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 reduced 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 2.08(a))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) there 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 no more than three separate borrowings deemed to include the face amount of Initial Term A 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) each Borrowing may be given by any Swingline Bank upon the occurrence of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with an Event of Default under Section 2.08(a) 8.01, and (iii) shall be deemed to be automatically given by each Swingline Bank with respect to all Initial Term A 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 (if and when fundedeach such Borrowing, a "Mandatory Borrowing") shall have be made on the same terms 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 treated as 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 single Class for all purposesDefault or an Event of Default then exists, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue from (iv) the date of funding thereof, such Mandatory Borrowing and (bv) 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 Lender agrees, severally and not jointly, to make such Revolving Facility Loans Bank hereby agrees that it shall forthwith purchase (as of a Class in Dollars andthe date the Mandatory Borrowing would otherwise have occurred, from and after but adjusted for 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 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 (i) the outstanding Swingline Loans as shall be necessary to cause such Lender’s Revolving Facility Credit Exposure Banks to share in the Dollar Equivalent of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such ClassSwingline Loans ratably based upon their Dollar Percentage; provided that (x) no more than all interest payable on the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure Swingline Loans shall be permitted for the account of the applicable Swingline Bank until the date as of which the respective participation is required to be outstanding prior purchased and, to the Spinoff Date extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) no at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Facility Loans may Bank shall be made prior required to pay the termination in full applicable Swingline Bank interest on the principal amount of the Initial Term A Loan Commitments that are in effect on participation purchased for each day from and including the Closing Date. Within day upon which the foregoing limits Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, and subject at the rate otherwise applicable to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term maintained as Base Rate Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedhereunder.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make Initial Term A Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will Term Loans shall not exceed its then outstanding for any such Lender the Initial Term A Loan Commitment of such Lender and in the aggregate shall not exceed $1,590,000,000. Such Term Loans (as reduced from time to time in accordance with Section 2.08(a))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 (i) there shall be no more than three separate borrowings all Term Loans made by each of Initial the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A LoansLoans of the same Type, (ii) each Borrowing of Initial Term A Loans 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 reduce not exceed for any such Lender the Initial Term A Loan Commitments in accordance with Section 2.08(a) Commitment of such Lender, and (iiiiv) all shall not exceed in the aggregate the Total Initial Term A Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term 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,repaid in full in Dollars. (b) each Lender agrees, severally [Reserved]. (c) Subject to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions herein set forth herein, the Borrowers may borrow, prepay and reborrow each Revolving Facility Loans, (c) each Credit Lender having an Incremental Commitment agrees, severally and not jointly, subject jointly agrees to make Revolving Credit Loans denominated in Dollars to the terms and conditions set forth in the Borrower from its applicable Incremental Assumption Agreementlending office (each, to make Incremental Loans to the applicable Borrower, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, and provided that any of the foregoing such Revolving Credit Loans (dA) amounts 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 of such Revolving Credit Commitment, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans borrowed under Section 2.01(a) or Section 2.01(c) 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 prepaid may not be reborrowedpenalty) 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.

Commitments. Subject to the terms and conditions set forth herein: (a) each Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars to the 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay Issuer hereby agrees to issue and reborrow Revolving Facility Loans, sell to each Holder and (ci) each Lender having an Incremental Commitment agreesTerm Holder severally, severally and not jointly, subject agrees to purchase from the Issuer the Initial Term Notes to the terms and conditions set forth Issuer on the Closing Date in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, Dollars in an aggregate a principal amount not to exceed its Incremental CommitmentInitial Term Note Commitment and (ii) each Variable Note Holder severally, andand not jointly, agrees to purchase from the Issuer the Variable Notes to the Issuer at any time and from time to time on and after the Closing Date, and until the earlier of the Variable Note Maturity Date and the termination of the Variable Note Commitment of such Variable Note Holder in accordance with the terms hereof, in Dollars or one or more Alternative Currencies, provided that (i) after giving effect to any Borrowing of Variable Notes, the Dollar Equivalent of the Outstanding Amount of such Variable Note Holder’s Variable Note Exposure shall not exceed such Variable Note Holder’s Variable Note Commitment and (ii) after giving effect to any Borrowing of Variable Notes in an Alternative Currency, the Dollar Equivalent of the Outstanding Amount of all Variable Note denominated in such Alternative Currency shall not exceed the applicable Alternative Currency Sublimit. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Issuer may borrow, pay or prepay and reborrow Variable Notes. (db) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid Amounts paid or prepaid in respect of the Term Notes may not be reborrowed. (c) The failure of any Holder to purchase its Note shall not relieve any other Holder of its obligation to purchase its Note, but no Holder shall be responsible for the failure of any other Holder to purchase such other Holder’s Note. (d) The Administrative Agent, on behalf of each Holder, shall record in its records the date and amount of each Note and each repayment thereof. The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Notes outstanding. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Issuer or Note Party hereunder or under any Note to repay the principal amount of the Notes hereunder, together with all interest accruing thereon.

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 (each, an “Initial Term Loan”) to the Borrower on the Closing Date (or, to the extent applicable, the RPS Closing Date, as set forth the below), 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 $825,000,000. 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. Notwithstanding anything to the contrary contained in the foregoing Section 2.1(a) solely in the event that the RPS Acquisition is not consummated on the Closing Date, a portion of the Initial Term Loans equal to the aggregate amount of Delayed Draw Term Loan Commitments shall be made available to the Borrower on a delayed draw basis (through the earlier of: (x) any date on which the Borrower reasonably determines in a written notice to the Administrative Agent that the RPS Acquisition will not be consummated and (y) January 29, 2014) and, in such event, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans (each, a “Delayed Draw Term Loan”) to the Borrower on the RPS Closing Date. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. Upon the funding of the Delayed Draw Term Loans on the RPS Closing Date, the Delayed Draw Term Loans shall automatically and without further action by any Person constitute Initial Term Loans for all purposes of this Agreement and the other Credit Documents. (i) 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, Euros or an Alternative Currency to the 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 Credit Loans: (aA) each Lender agrees, severally shall be made at any time and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower 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 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, consist entirely of Revolving Credit 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 Credit 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 Revolving Credit Commitment in respect of such Class 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 principal 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 exceed 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 then outstanding Initial Term A Loan Commitment (as reduced 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 accordance with Section 2.08(a)); provided that Dollars, which Swingline Loans (i) there shall be no more than three separate borrowings of Initial Term A ABR Loans, (ii) each Borrowing shall have the benefit of Initial Term A Loans the provisions of Section 2.1(d), (iii) shall reduce not exceed at any time outstanding the Initial Term A Loan Commitments 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 Section 2.08(a) 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 (iii) all Initial Term A Loans (if and when funded) is continuing until such time as the Swingline Lender shall have the same terms and shall be treated as a single Class for all purposes, except that interest on each Borrowing received written notice 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) rescission of all such Lender’s Revolving Facility Credit Exposure of notices from the party or parties originally delivering such Class exceeding such Lender’s Revolving Facility Commitment of such Class, notice or (ii) the Revolving Facility Credit Exposure waiver of such Class exceeding Default or Event of Default in accordance with the total Revolving Facility Commitments provisions of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, andSection 13.1. (d) amounts 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 Term Revolving Credit Loans borrowed under Section 2.01(adenominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cshall 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 are repaid or prepaid 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 reborrowedmade 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 herein set forth herein: (a) forth, each Lender agreesseverally, severally and not jointly, agrees to make Initial the New Money Term A Loans in Dollars to the Initial Borrower from time to time during the Availability Period Borrowers in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time equal 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 Revolving Facility New Money Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect a single borrowing on the Closing Date. Within Such New Money Term Loans (i) will at the foregoing limits option of the Parent Borrower be incurred and subject 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, (iv) shall not exceed in the aggregate the aggregate New Money Commitments of all Lenders and (v) shall be funded to the Borrowers on the Closing Date in accordance with Section 2.4(d). The New Money Term Loans shall be available in Dollars and not later than the Maturity Date, all then unpaid New Money Term Loans shall be repaid in full in Dollars. (b) Subject to the terms and conditions herein set forth hereinforth, to give effect to the Borrowers may borrowrefinancing and conversion of the DIP Loans into the Rolled Up Term Loans owing to each applicable Lender, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, agrees to make Incremental the Rolled Up Term Loans to the applicable BorrowerBorrowers hereunder and such Rolled Up Term Loans shall be deemed to have been made hereunder to the Borrowers, on the Closing Date, in an aggregate a single term loan borrowing denominated in Dollars in a principal amount not equal to exceed its Incremental Commitmentsuch Lender’s Rolled Up Commitment on the Closing Date, and and the DIP Loans owing to the Lenders under the DIP Credit Agreement shall be substituted with and exchanged for (dand reevidenced and refinanced by) amounts of such Rolled Up Term Loans borrowed under hereunder. The Rolled Up Term Loans deemed made or issued pursuant to this Section 2.01(a2.01(b) or Section 2.01(c) that are repaid 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 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. Subject to the terms and conditions set forth herein: (a) Effective as of the Amendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Non-Consenting Lender agreesshall 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), severally together with all of its other interests, rights and not jointlyobligations under the Loan Documents in respect thereof, and each Consenting Lender with respect to make Initial Term A Loans in Dollars 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 Initial Borrower from time Amendment Effective Date (each such Lender, an “Assuming Lender”) shall be deemed to time during have assumed and accepted the Availability Period 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 shall hold Commitments in an aggregate principal amount that will not exceed is equal to the respective amount set forth opposite its then outstanding Initial Term A Loan Commitment (as reduced from time name on Schedule I hereto and the pro rata portion of the Revolving Loans and participations in Letters of Credit with respect to time in accordance with Section 2.08(a)); provided that such Commitments, which Schedule I shall reflect all of the Commitments under the Amended Credit Agreement. On the Amendment Effective Date, (i) there each Assuming Lender shall be no more than three separate borrowings of Initial Term A Loanspay to the Administrative Agent an amount sufficient to purchase its Assumed Amount at par, (ii) each Borrowing of Initial Term A Loans 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 2.10 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) of the Existing Credit Agreement, (iii) the Administrative Agent shall reduce pay the Initial Term A Loan Commitments in accordance with Section 2.08(aamounts received pursuant to clauses (i) and (iiiii) all Initial Term A Loans above to the Non-Consenting Lenders, (if iv) each Non-Consenting Lender shall no longer be a Lender under the Loan Documents and when funded(v) each Assuming Lender shall have become a Lender under 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 Loan Documents with respect to accrue from the date of funding thereof,its Assumed Amount. (b) Each of Livent, the Administrative Agent and each Issuing Bank confirm, by its signature hereto, that each Assuming Lender agrees, severally is an Eligible Assignee and not jointly, is acceptable to make Revolving Facility Loans it. Each party hereto agrees that this Amendment constitutes an Assignment and Acceptance for all purposes 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full Section 3.06 of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Existing Credit Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agreesagrees severally, severally and not jointly, to make Initial a Loan to Borrower in dollars in a principal amount equal to 98.0% of its Commitment in respect of Term A Loans in Dollars B Loans. Notwithstanding anything to the Initial Borrower from time to time during contrary herein and for the Availability Period in an aggregate avoidance of doubt, the principal amount that will not exceed its then outstanding Initial of each Term A B Loan Commitment owing to each Lender as of the Funding Date for such Loan (as reduced from time before giving effect to time in accordance with Section 2.08(a)); provided that (iany subsequent repayments) 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 an amount equal 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 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 Class exceeding such Lender’s Revolving Facility Commitment Commitment. Amounts paid or prepaid in respect of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure Term B Loans may not be reborrowed. The Term B Loans shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointlyavailable, subject to the terms and conditions set forth hereof, in two drawings: (i) an initial drawing on the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, Closing Date in an aggregate principal amount 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 to exceed its Incremental Commitment, andlater than the Commitment Termination Date of the remaining Available Term B Loan Commitments of the Lenders. (db) amounts 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 Loans borrowed under Section 2.01(aC 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) or Section 2.01(c) shall be an amount equal to such Lender’s Commitment in respect of which Term C Loan was made irrespective that are repaid the amount funded on the applicable Funding Date is 98.0% of such Commitment. Amounts paid or prepaid in respect of Term C Loans may not be reborrowed. The Term C 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 of $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 such Term C Loan made in such second draw being a “Delayed Draw Term C Loan”) not later than the Commitment Termination Date of the remaining Available Term C Loan Commitments of the Lenders.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) each Lender agreesforth, severally and not jointly, to make Initial Term A Loans in Dollars to the 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Initial Term Loan Commitment agreesseverally 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 jointlyexceed $400,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, subject 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 in the applicable Incremental Assumption Agreement, each Revolving Credit Lender severally agrees to make Incremental Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable Borrower, lending office in an aggregate principal amount not to exceed its Incremental 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 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, 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 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) amounts 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 Term Revolving Credit Loans borrowed under (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 2.01(a2.1(d)), in which case (i) or Section 2.01(cRevolving 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 prepaid 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 not be reborrowedreduced 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 herein: (a) each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in any Dollars to the 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 applicable lending office (as reduced from time to time in accordance with Section 2.08(a)); provided that (ieach, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, and provided that any such Revolving Credit Loans (dA) amounts shall be made available 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 and subject to Section 2.8(e), be incurred and maintained as, and/or converted into ABR Loans or Term Benchmark Loans borrowed under Section 2.01(a) or Section 2.01(c) 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 prepaid may not be reborrowedpenalty) 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.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the Initial 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 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 Loansnot, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with Section 2.08(a) after giving effect thereto 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 application of the Availability Period in an aggregate Dollar Equivalent amount that will not proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Facility Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (ii) the aggregate 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 (A) shall be made at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or 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 (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 Lender’s time exceeding the aggregate Revolving Facility Credit Commitment of 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 Revolving Facility Credit Exposure waiver of such Class exceeding Default or Event of Default in accordance with the total provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Facility Commitments 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 ClassMandatory 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) no more than to the Dollar Equivalent extent that the amount of $750,000,000 such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of Revolving Facility such Non-Expiring Credit Exposure Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be permitted to be outstanding prior to the Spinoff Date repaid or Cash Collateralized and (y) no 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 Facility 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 made prior to reduced as agreed between the termination in full of Swingline Lender and the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts without the consent of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedany other Person.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, agrees to make Initial one or more Term A Loans in Dollars to the 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, on the Effective Date and (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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date Term Loan Commitment Termination Date, not more than one time each week thereafter (unless an additional weekly borrowing date is consented to by the Agent and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth hereinRequired Lenders), the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrowercase of all Term Loans, in an aggregate principal amount not to exceed its Incremental the amount of such Lender’s initial Term Loan Commitment, and. (db) amounts Notwithstanding the foregoing, (i) the aggregate principal amount of the Term Loan made on the Effective Date and on any borrowing date shall not exceed the lesser of (x) the undrawn Total Term Loan Commitment at such time and (y) the Maximum Tranche Amount with respect to any applicable Insurance Premium Loans being acquired by the Borrower with the proceeds of such Term Loan, (ii) the aggregate principal amount of all Term Loans borrowed made at any time pursuant to this Agreement shall not exceed the lesser of (x) the initial Total Term Loan Commitment on the Effective Date 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 principal amount of the Term Loans. Any amounts paid directly or indirectly by the Agents and the Lenders to the Collateral Value Insurer or the Contingent Collateral Value Insurer for coverage under Section 2.01(a) the Collateral Value Policy or Section 2.01(c) that are the Contingent Collateral Value Policy, as applicable, 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 Term Loan which is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and without further action on the 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 date of funding of each Term Loan in an amount equal to such Lender’s Pro Rata Share of such funded Term Loan. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Term Loan Commitment, if any, on such date.

Commitments. Subject (a) Each Lender severally agrees, subject to and on the terms and conditions set forth herein: (a) each Lender agrees, severally and not jointlyof this Agreement, to make Initial Term A Loans in Dollars loans (each, a “Revolving Loan,” and collectively, the “Revolving Loans”) to the Initial Borrower Borrower, from time to time on any Business Day 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, period 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on including the Closing Date to but not including the Termination Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount at any time outstanding not greater than the excess, if any, of its Commitment at such time over its Letter of Credit Exposure at such time, provided that no Borrowing of Revolving Loans shall be made if, immediately after giving effect thereto, the 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, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its Letter of Credit Exposure at such time, may exceed its Incremental Commitment at such time, but provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time would exceed the aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement and the Sweep Program (as long as it remains in effect), the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans. By their execution of this Agreement, the Borrower, Wachovia, and the Lenders hereby agree that effective as of the 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 terms hereof and thereof, and (dii) amounts Wachovia shall be the Swingline Lender hereunder with respect to such Swingline Loans, and (iii) the applicable provisions of Term the Terminating Senior Indebtedness with respect to such Swingline Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedreplaced by this Agreement.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) each forth, the Lender agrees, severally and not jointly, agrees to make Initial one or more Term A Loans in Dollars to the Initial Borrower from time (i) on the Effective Date and (ii) prior 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 Termination Date, proceeds of which shall be used by the Borrower in accordance with the provisions of Section 2.08(a)); provided that (i6.01(r) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrowerhereof, in an aggregate principal amount not to exceed its Incremental the amount of the Lender’s Total Term Loan Commitment, and. (db) 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 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 this Agreement shall not exceed the lesser of (x) the Total Term Loan Commitment then in effect 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), 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 borrowed under Section 2.01(a) or Section 2.01(c) that are made to the Borrower hereunder. Any principal amount of the Loan which is repaid or prepaid may not be reborrowed. The Total Term Loan Commitment shall be permanently reduced immediately and without further action on the date of funding of each Term Loan in an amount equal to such funded Term Loan. In the event there is more than one Lender hereunder, each Lender’s Term Loan Commitment shall be permanently reduced immediately and without further action on the date of funding of each Term Loan in an amount equal to such Lender’s Pro Rata Share of such funded Term Loan. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Term Loan Commitment Termination Date after giving effect to the funding of such Lender’s Term Loan Commitment, if any, on such date.

Commitments. Subject to (a) Upon the terms and conditions set forth herein: (a) contained in this Agreement and the DIP Order and relying on the representations and warranties contained in this Agreement, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during the Availability Commitment 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 or for 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full benefit of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, 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 (i) the Loan Balance shall not 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 multiplied by the Commitment Amount then in effect and (iii) no Borrowing shall exceed the applicable Loan Limit for such Borrowing. Loans shall be made from time to time on any Business Day designated by the Borrower in its Incremental CommitmentBorrowing Request. (b) Subject to the terms of this Agreement, andduring 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 having the same Interest Period shall be at least equal to $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) The initial Borrowing hereunder shall be made on the Closing Date. Each subsequent Borrowing, if any, shall be made on a Monday or, if such date is not a Business Day, the next succeeding Business Day. (d) amounts 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 an amount equal to the Percentage Share of Term 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 amount so received by the Administrative Agent shall, subject to the terms and conditions hereof, be made available to the Borrower in immediately available funds at an account to be specified by the Borrower. All Loans borrowed under Section 2.01(aby each Lender shall be maintained at the Applicable Lending Office of such Lender. (e) or Section 2.01(c) that are repaid or prepaid may 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 reborrowedmade 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 herein: (a) hereof, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars revolving credit loans (“Loans”) to the Initial Borrower from time to time during the Availability Commitment Period in an aggregate principal amount that will at any one time outstanding which, when added to such Lender’s Revolving Percentage of the L/C Obligations, does not exceed its then outstanding Initial Term A Loan the amount of such Lender’s Commitment. During the Commitment (as reduced Period, the Borrower may use the Commitments by borrowing, repaying the Loans 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 Borrower and notified to the Administrative Agent in accordance with Section 2.08(a)); provided 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) there 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 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the 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 no more than three separate borrowings bound by and entitled to the benefits of Initial Term A 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 amounts owing pursuant to Section 2.12, if any, (with such conversion being treated as a prepayment of all outstanding Eurodollar Loans for the purposes of Section 2.12), (ii) each Borrowing any new borrowings of Initial Term A Loans on such date shall reduce the Initial Term A also be part of such single Loan Commitments in accordance with Section 2.08(a) and (iii) all Initial Term A Loans Lenders (if and when fundedincluding the New Lenders) shall have the same terms hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be treated made in such a manner so as a single Class for all purposes, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue from achieve 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedforegoing.

Commitments. Subject to the terms and conditions set forth herein: (a) each Lender agrees, severally and not jointly, to make Initial Term FACILITY A Loans in Dollars to the 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 REVOLVING COMMITMENT. On 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 Closing Date and prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Termination Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to upon the terms and conditions set forth in this Agreement and in reliance upon the applicable Incremental Assumption Agreementrepresentations and warranties of Borrower herein set forth, each Lender severally agrees to make Incremental Loans Advances to the applicable BorrowerBorrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its Facility A Commitment PROVIDED that (A) if any Facility Letters of Credit are issued and outstanding or drawn and unreimbursed, the aggregate availability under the Facility A Commitments of the Lenders shall be reduced by the aggregate amount of the Facility Letter of Credit Obligations for as long as, and to the extent that, they remain outstanding or unreimbursed, and the availability under the Facility A Commitment of each Lender shall accordingly be reduced on a PRO RATA basis in an accordance with its Pro Rata Share, (B) in no event may the aggregate principal amount not to of all outstanding Facility A Advances and the aggregate amount of all Facility Letter of Credit Obligations exceed its Incremental the Aggregate Facility A Commitment, and and (dC) amounts in no event shall the aggregate principal amount of Term Loans borrowed all outstanding Advances at any time exceed the Borrowing Base at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedFacility A at any time prior to the Facility A Termination Date. The Facility A Commitments to lend hereunder shall expire on the Facility A Termination Date.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, 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 herein: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. (ab) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the 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 (ieach such loan, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental 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 on or 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; 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 Revolving Lender at any 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) amounts 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 Term Revolving Loans, in which case (i) Revolving Loans borrowed under Section 2.01(aconstituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cby 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 are repaid or prepaid 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 reborrowedmade 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 herein: (a) hereof, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans revolving credit loans denominated in Dollars (“Dollar Revolving Loans”) to any of the Initial Borrower Borrowers from time to time during the Availability Commitment Period in an aggregate principal amount that will at any one time outstanding which, when added to such Lender’s Outstanding Extensions of Credit, shall not exceed such Lender’s Commitment. No Borrower shall request and no Lender shall be required to make any Dollar Revolving Loan if, after making such Dollar Revolving Loan, the Total 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 Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in effect. During the Commitment Period, any of the Borrowers 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 then outstanding Initial Term A Loan Commitment (obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Dollar Revolving Loans as reduced 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 Sections 2.2(a) and 2.18. (b) Each Borrower shall repay all outstanding Dollar Revolving Loans borrowed by it on the earlier of the Termination Date and the date on which the Dollar Revolving Loans shall become due and payable in accordance with Section 2.08(a)); provided that 7. (ic) there shall be no more than three separate borrowings of Initial Term A Loans, (ii) each Borrowing of Initial Term A Loans shall reduce Subject to 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 purposesconditions hereof (including, except that interest on without limitation, Section 2.31), each Borrowing of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each Multicurrency Lender severally 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 Commitment 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 amount that will of such Multicurrency Loans) at any one time outstanding which (a) shall not result in 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) such Lender’s Revolving Facility the Total Outstanding Extensions of Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, shall exceed the Total Commitments then in effect or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure the aggregate outstanding Multicurrency Loans shall exceed the Multicurrency Sublimit. No Foreign Borrower shall request and no Lender shall be permitted required to be outstanding prior make any Multicurrency Loan to such Foreign Borrower if, after making such Multicurrency Loan, the Spinoff Date and (y) no Revolving Facility Loans may be made prior to aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the termination Aggregate Foreign Sublimit then in full of effect. During the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth hereinCommitment Period, the Borrowers may borrow, prepay and reborrow Revolving Facility Multicurrency Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointlyin whole or in part, subject to all in accordance with the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental hereof. All Multicurrency Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, andshall be Eurocurrency Loans. (d) amounts of Term Each Borrower shall repay all outstanding Multicurrency Loans borrowed under by it on the earlier of the Termination Date and the date on which the Multicurrency Loans shall become due and payable in accordance with Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed7.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Initial Borrower Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time Closing Date and prior 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 Loansthe 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 Initial Term A Revolving Credit Loans shall reduce of the Initial Term A Loan Commitments same Type), (iii) may be repaid and reborrowed in accordance with Section 2.08(a) and (iii) all Initial Term A Loans (if and when funded) shall have the same terms provisions hereof and shall be treated as a single Class for all purposes, except that interest repaid in full 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 Credit Maturity Date, (iv) for any Alternative Currency to the applicable Borrower from time to time during the Availability Period in an aggregate Dollar Equivalent amount that will such Lender at any time, shall not result in (i) such Lender’s Revolving Facility Credit Exposure of at such Class time exceeding such Lender’s Revolving Facility Credit Commitment at such time and (v) after giving effect thereto and to the application of such Classthe proceeds thereof, or 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 $100,000,000. (iib) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Facility Credit Exposure Loans and Swingline Loans for general corporate purposes of such Class exceeding the total Revolving Facility Commitments of such ClassBorrower and its Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that (x) no more than that, notwithstanding any of the Dollar Equivalent foregoing, none of $750,000,000 of the proceeds from Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans or Swingline Loans may be made prior used to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedfinance any Hostile Take-Over Bid.

Commitments. Subject to the terms and conditions set forth herein: , (a) each Term Lender agrees, severally and not jointly, agreed to make an Initial Term A Loans in Dollars 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 Borrower denominated in dollars from time to time during the applicable Revolving 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 which will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender▇▇▇▇▇▇’s Revolving Facility Commitment of such ClassCommitment, or and (iic) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted each First Additional Term ▇▇▇▇▇▇ agrees to be outstanding prior make a First Additional Term Loan to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect Borrower on the Closing DateAmendment No. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers 1 Effective Date denominated in dollars in a principal amount not exceeding its First Additional Term Commitment. The Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. On the Amendment No. 4 Effective Date, severally in accordance with, and not jointly, subject to upon the terms and conditions set forth in in, Amendment No. 4 (A) the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Original Revolving Commitment of each 2028 Revolving Lender shall become a 2028 Revolving Commitment, and and (dB) amounts the Original Revolving Commitment of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not each 2026 Revolving Lender shall be reborrowedreclassified as a 2026 Revolving Commitment.

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 (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 herein: (a) each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the 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 applicable lending office (as reduced from time to time in accordance with Section 2.08(a)); provided that (ieach such loan, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental 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 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 (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 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) amounts 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 Term Revolving Credit Loans, in which case (i) Revolving Credit Loans borrowed under Section 2.01(aconstituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cby 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 prepaid 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 not be reborrowedreduced 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: (a) forth, each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans in Dollars to the Initial Borrowers (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 Borrower from time to time during Representative and the Availability Period 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 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 Commitments in respect of such Class of Revolving Loans at such time, (E) shall not result in the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class, (F) 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 then outstanding Initial Term A Loan Commitment 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 reduced may be agreed upon by the Swingline Lender and the Borrower Representative from time to time). The debit balance from time to time in accordance with Section 2.08(a)); provided that (i) there any such Dollar account 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 deemed to be a Prime Rate 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 outstanding to accrue CGI Borrower from the date of funding thereof, (b) each Swingline 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 under the applicable Borrower Credit Facility. The debit balance from time to time during in any such U.S. Dollar account shall be deemed to be an ABR Loan outstanding to CGI Borrower from the Availability Period 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 an aggregate the Dollar Equivalent amount 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 will not result in 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 Lender’s Revolving Facility Credit Exposure of notices from the party or parties originally delivering such Class exceeding such Lender’s Revolving Facility Commitment of such Class, notice or (ii) the Revolving Facility Credit Exposure waiver of such Class exceeding Default or Event of Default in accordance with the total 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 Facility Commitments 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 ClassMandatory 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) no more than to the Dollar Equivalent extent that the amount of $750,000,000 such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of Revolving Facility such Non-Expiring Credit Exposure Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be permitted to be outstanding prior to the Spinoff Date repaid or Cash Collateralized and (y) no Revolving Facility 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 made prior to reduced as agreed between the termination in full Swingline Lender and the Borrower Representative, without the consent of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedany other Person.

Commitments. (1) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make a loan or loans (each, an “Initial Term A Loans in Dollars Loan”) to the Borrowers on the Closing Date, which Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will Term Loans shall not exceed its then outstanding for any such Lender the Initial Term A 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 (as reduced from each, an “Delayed Draw Term Loan”) to the Borrowers at any time to 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 accordance with Section 2.08(a))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 (i) there shall be no more than three separate borrowings all Term Loans made by each of Initial the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A LoansLoans of the same Type, (ii) each Borrowing 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 Initial such Lender, and (iv) shall not exceed in the aggregate the Total Term A Loans shall reduce Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term A Loan Commitments in accordance with Section 2.08(a) and (iii) Maturity Date, all then unpaid Initial Term A Loans (if and when funded) shall have the same terms and shall be treated as a single Class for repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all purposes, except that interest on each Borrowing of Initial then unpaid Delayed Draw Term A Loans shall commence to accrue from be repaid in full in Dollars. For the date avoidance of funding thereof,doubt, Term Loans shall only be available in Dollars. (b) each Lender agrees, severally Subject to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions herein set forth herein, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Available Currency to the Borrowers may borrowfrom its applicable lending office (each, prepay and reborrow a “Revolving Facility Loans, (cCredit Loan”) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, and provided that any of the foregoing such Revolving Credit Loans (dA) amounts shall be made available in an aggregate principal amount not to exceed (i) $150,000,000 at any time and from time to time on and after the Closing Date and prior to the Delayed 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 hereof, (C) shall not, for any Lender at any time, after giving effect thereto and to the application of Term the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans borrowed under Section 2.01(aat 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 Section 2.01(cthe 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 are repaid or prepaid 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 not be reborrowedreasonably necessary and to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) hereof, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars to the Initial Borrower in dollars 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans,. (cb) each Lender having an Incremental Commitment agreesIf on the First Restatement Effective Date, severally Loans are outstanding and not jointly(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 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 Commitment, Loans and LC Exposure of each such 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 in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, on Schedule 2.1; and (dii) amounts in connection with such assignment, each such Continuing Lender shall pay to the Administrative Agent, for the account of Term Loans borrowed under each such other Lender, such amount as shall be necessary to reflect the 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 Eurodollar Borrowings for purposes of Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed3.6.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans a loan or loans in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Initial Borrower Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time during on and after the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time Closing Date and prior 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 Loansthe 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 Initial Term A Revolving Credit Loans shall reduce of the Initial Term A Loan Commitments same Type), (iii) may be repaid and reborrowed in accordance with Section 2.08(a) and (iii) all Initial Term A Loans (if and when funded) shall have the same terms provisions hereof and shall be treated as a single Class for all purposes, except that interest repaid in full 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 Credit Maturity Date, (iv) for any Alternative Currency to the applicable Borrower from time to time during the Availability Period in an aggregate Dollar Equivalent amount that will such Lender at any time, shall not result in (i) such Lender’s Revolving Facility Credit Exposure of at such Class time exceeding such Lender’s Revolving Facility Credit Commitment at such time and (v) after giving effect thereto and to the application of such Classthe proceeds thereof, or 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 $100,000,000. (iib) The Borrower shall use the Letters of Credit and the proceeds from the Revolving Facility Credit Exposure Loans for general corporate purposes of such Class exceeding the total Revolving Facility Commitments of such ClassBorrower and its Subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay Indebtedness); provided that (x) no more than that, notwithstanding any of the Dollar Equivalent foregoing, none of $750,000,000 of the proceeds from Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior used to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans,finance any Hostile Take-Over Bid. (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to Any Swingline Loan shall be made in accordance with the terms and conditions procedures set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed2.16.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth: (ai) each Revolving Loan Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial 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 to exceed its then outstanding Initial Term A the amount of such Revolving Loan Commitment (as reduced from time to time in accordance with Section 2.08(a))Lender's Revolving Credit Commitment; provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans, and (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, agrees to make Revolving Facility Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency Term Loan 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental the amount of such Term Loan Lender's Term Loan Commitment, and. (db) amounts Notwithstanding the foregoing: (i) The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and re-borrow, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of the Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are 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 reborrowedre-borrowed.

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 herein:forth, 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. (aii) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Loan Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower Borrowers at any time and 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 term 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption this Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed its Incremental the amount of such Lender’s Revolving Credit Commitment, and. (db) amounts Notwithstanding the foregoing: (i) The aggregate principal amount of the Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are 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 (x) the Total Revolving Credit Commitment and (y) the aggregate Letter of Credit Obligations. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, repay and reborrow, the Revolving Loans on or after the Restatement Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) each Lender agreesforth, severally and not jointly, to make Initial Term A Loans in Dollars to the 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 andto Borrower, from at any time and after the Spinoff Date, any Alternative Currency to the applicable Borrower from time to time during after the Availability Period in an aggregate Dollar Equivalent amount that will not result in (i) such Lender’s Closing Date until the earlier of the Maturity Date and the termination of the Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination Lender in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to accordance with the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrowerhereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding the lesser of (i) an amount equal to exceed its Incremental such Lender’s Revolving Commitment, (ii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Total Revolving Commitments, minus (B) the LC Exposure, minus (C) the Swingline Exposure, and (iii) such Lender’s Pro Rata Percentage of an amount equal to (A) the Borrowing Base minus (B) the LC Exposure, minus (C) the Swingline Exposure; and (db) amounts Notwithstanding the foregoing: (i) The aggregate principal amount of Term Revolving Loans borrowed under that are made by Lenders pursuant to Section 2.01(a) or Section 2.01(c) and that are repaid outstanding at any time to Borrower shall not exceed the difference between (A) the lesser of (1) the Borrowing Base and (2) Total Revolving Commitment, and (B) the sum of any outstanding Swingline Loans plus Total LC Exposure. No Revolving Loans shall be made if such Revolving Loans shall cause Undrawn Availability to be less than zero. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Maturity Date. Within the foregoing limits, Borrower may borrow, repay and reborrow, on or prepaid may after the Closing Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) The aggregate principal amount of all Loans and the Total LC Exposure outstanding at any time shall not exceed the Total Revolving Commitments. (iii) Each Revolving Loan made pursuant to Section 2.02(a) shall either be reborrowedan ABR Revolving Loan or a Eurodollar Revolving Loan.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions set forth herein: (a) , each Revolving A Lender agrees, severally and not jointly, agrees to make Initial Term loans (each such loan, a “Revolving A Loans Loan”) to the Revolving A/B Borrowers in Dollars to the Initial Borrower from time to time on any Business Day during the Availability Period for the Revolving A Commitments in an aggregate principal amount not to exceed at any time outstanding the amount of such ▇▇▇▇▇▇’s Revolving A Commitment; provided, however, that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced from time after giving effect to time in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings any Borrowing of Initial Term Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) each Borrowing the aggregate Outstanding Amount of Initial Term the 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 reduce the Initial Term not exceed such ▇▇▇▇▇▇’s Revolving A Loan Commitments in accordance with Section 2.08(a) Commitment, and (iii) all Initial Term the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Loans (if and when funded) shall have the same terms and shall be treated as Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a single Class for all purposes, except that interest on each Borrowing Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each such Lender agrees, severally and not jointly, to make such 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such ClassA Loan; provided that (x) no more than any exercise of such option shall not affect the Dollar Equivalent obligation of $750,000,000 of such Revolving Facility Credit Exposure shall be permitted A/B Borrower to be outstanding prior to the Spinoff Date and (y) no repay such Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on accordance with the Closing Dateterms of this Agreement. Within the foregoing limits of each ▇▇▇▇▇▇’s Revolving A Commitment, and subject to the other terms and conditions set forth hereinhereof, the Revolving A/B Borrowers may borrowborrow under this Section 2.01(a), prepay under Section 2.05, and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under this Section 2.01(a) ). Revolving A Loans may be Base Rate Loans or Section 2.01(c) Term SOFR Loans, or a combination thereof, as further provided herein (provided that are repaid or prepaid Lux 2 may not be reborrowedborrow Base Rate Loans).

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties of Holdings and the Borrower herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, : (i) to make Initial a Tranche I Term A Loans in Dollars Loan to the Initial Borrower from time to time during on the Availability Period Closing Date in an aggregate a principal amount that will not to exceed its then outstanding Initial the Tranche I Term A Loan Commitment (set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time in accordance with pursuant to Section 2.08(a))2.09; provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans, and (ii) each Borrowing of Initial to make a Tranche II Term A Loans shall reduce Loan to the Initial Borrower on the Closing Date in a principal amount not to exceed the Tranche II Term A Loan Commitments in accordance with Section 2.08(a) and (iii) all Initial Term A Loans (if and when funded) shall have Commitment set forth opposite its name on Schedule 2.01, as the same terms and shall may be treated as a single Class for all purposes, except that interest on each Borrowing of Initial Term A Loans shall commence reduced from time to accrue from the date of funding thereof,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 Facility Loans of a Class in Dollars andto the Borrower, at any time and from and time to time on or after the Spinoff Datedate 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 Alternative Currency time outstanding that will not result in such Lender's Revolving Credit Exposure at such time exceeding the Revolving Credit Commitment of such Lender at such time, as the same may be reduced from time to time pursuant to Section 2.09, provided that the aggregate principal amount of Revolving Loans made to the applicable 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 Availability Period in an aggregate Dollar Equivalent amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure period from the Closing Date through and excluding the earlier of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Maturity Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Revolving Credit Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental the Swingline Loan Commitment, andby 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. (dii) amounts In no event shall (A) the aggregate principal amount of Term Swingline Loans borrowed under Section 2.01(aoutstanding at any time exceed the aggregate Swingline Loan Commitment in effect at such time, (B) the Aggregate Revolving Credit Exposure at any time exceed the Total Revolving Credit Commitment at such time or (C) the aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving Credit Commitments in effect at such time. Swingline Loans may only be made as ABR Loans. (iii) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Swingline Lender (by request to the Administrative Agent) or Administrative Agent at any time may, in its sole discretion, on one Business Day's notice, require each Revolving Credit Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be funded as an ABR Loan) that in an amount equal to such Lender's Applicable Percentage of the amount 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 Lender shall make the amount of its Revolving Loan available to the 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 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 repaid or prepaid may not be reborrowed.made, the Swingline Lender's Applicable Percentage of the Refunded Swingline Loans shall

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each Bank severally agrees to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans: (ai) each Lender agrees, severally shall be made at any time and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower 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 that will not exceed its 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 Initial Term A Loan and (II) Commercial Paper Outstandings at such time, equals the Commitment of such Bank at such time. (as reduced b) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees that the Borrower 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 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 Effective Date and prior to the Spinoff Date and (y) no Revolving Facility Loans may be made date which is the third Business Day preceding the date which is 14 days prior to the termination in full Commitment Expiry Date, provided, that after giving effect to any Competitive Bid Borrowing and the use of the Initial Term A Loan Commitments that are in effect on proceeds thereof, the Closing Dateaggregate 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 such time shall not exceed the Total Commitment at such time. Within the foregoing limits and subject to the terms and conditions set forth hereinout in Section 1.04, Competitive Bid Loans may be repaid and reborrowed in accordance with the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedprovisions hereof.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make Initial Term A Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will Term Loans shall not exceed its then outstanding for any such Lender the Initial Term A Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000. Such Term Loans (as reduced from time to time in accordance with Section 2.08(a))i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that (i) there shall be no more than three separate borrowings all Term Loans made by each of Initial the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A LoansLoans of the same Type, (ii) each Borrowing of Initial Term A Loans 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 reduce not exceed for any such Lender the Initial Term A Loan Commitments in accordance with Section 2.08(a) Commitment of such Lender, and (iiiiv) all shall not exceed in the aggregate the Total Initial Term A Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term 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,repaid in full in Dollars. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender agrees, severally and not jointly, agrees to make Revolving Facility Credit Loans of a Class denominated in Dollars and, from and after the Spinoff Date, or in any other Alternative Currency to the Borrower (on a joint and several basis) from its 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, lending office in an aggregate principal amount not to exceed its Incremental 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 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, 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 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) amounts 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 Term Revolving Credit Loans borrowed under (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 2.01(a2.1(d)), in which case (i) or Section 2.01(cRevolving 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 prepaid 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 not be reborrowedreduced 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 Lender agrees, severally Subject to and not jointly, to make Initial Term A Loans in Dollars to the 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to upon the terms and conditions set forth in the applicable Incremental Assumption this Agreement, each Term Loan Lender holding an Initial Term Loan Commitment severally (and not jointly) agrees to make Incremental Loans make, on the Closing Date, an Initial Term Loan to the applicable Borrower, Borrower in Dollars in an aggregate principal amount not equal to exceed its Incremental Commitmentsuch Lender’s Initial Term Loan Commitment (each, an “Initial Term Loan” and (d) amounts , 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 borrowed under Section 2.01(a) shall be made on the Closing Date and may be repaid or Section 2.01(c) that are 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 Borrower. (ii) Such Revolving Credit Loans (A) shall be made at any time and from time to time after the 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 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 Revolving Credit Commitment with respect to such Class 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 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: (a) , each Revolving Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars loans to the Initial 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 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 Revolving Lender’s Revolving Facility Credit Exposure of such Class exceeding such Revolving Lender’s Revolving Facility Commitment of such Class, or and (ii) the Total Revolving Facility Credit Exposure of such Class exceeding the total Aggregate Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay repay and reborrow the Revolving Facility Loans,. (cb) each Lender having an Incremental Commitment agrees, severally and not jointly, subject Subject to the terms and conditions set forth in the applicable Incremental Assumption Agreementherein, each Term Loan Lender severally agrees to make Incremental Loans a term loan to the applicable BorrowerBorrower (each such loan, a “Term Loan”), denominated in US Dollars, on the Initial Availability Date in an aggregate principal amount that will not to exceed its Incremental Commitment, and result in (di) amounts the amount of the 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 borrowed under Section 2.01(a) or Section 2.01(c) 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 are has been repaid or prepaid may not be reborrowedprepaid, 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 herein: (a) forth, each Lender Bank severally agrees, severally at any time and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower 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 exceed its which, when combined with (I) the aggregate principal amount of all other then outstanding Initial Term A 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 Commitment, if any, of such Bank at such time. (as reduced 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 in accordance with Section 2.08(aafter the Effective Date and prior to the Swingline Expiry Date, a revolving loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")); provided that , which Swingline Loans (i) there shall be no more than three separate borrowings of Initial Term A made and maintained as Base Rate Loans, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with Section 2.08(athe 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 (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, an amount equal to the Total Revolving Loan Commitment then in effect and (iii) all Initial Term A Loans (if and when fundedv) shall have not exceed in aggregate principal amount at any time outstanding the same terms Maximum Swingline Amount. 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 shall be treated as 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 single Class for all purposes, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue Swingline Loan after it has received written notice from the date Borrower or the Required Banks stating that a Default or an Event of funding thereof, (b) each Lender agrees, severally and not jointly, to make Revolving Facility Loans Default exists until such time as BTCo shall have received a written notice 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 rescission of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, notice from the party or parties originally delivering the same or (ii) the Revolving Facility Credit Exposure a waiver of such Class exceeding Default or Event of Default from the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans,Required Banks. (c) each Lender having an Incremental Commitment agreesOn any Business Day, severally and not jointlyBTCo may, subject in its sole discretion, give notice to the terms and conditions set forth 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 applicable Incremental Assumption Agreementlast paragraph of Section 9), 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 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 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 necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to make Incremental Loans the extent attributable to the applicable Borrowerpurchased assignment, in an aggregate principal amount not shall be payable to exceed its Incremental Commitment, and (d) amounts the Bank purchasing same from and after such date of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedpurchase.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth herein: (a) forth, each Lender agrees, Bank hereby severally and not jointly, agrees to make Initial Term A Loans in Dollars lend to the Initial Borrower Borrowers 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, period from and after including the Spinoff Date, any Alternative Currency Effective Date to but not including the applicable Borrower from time to time during Final Maturity Date its pro rata Share of 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 Revolving Facility Total Commitment. Each Bank's Commitment of such Class, or (ii) and the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure Total Commitment shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination expire in full of the Initial Term A Loan Commitments that are in effect on the Closing Final Maturity Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (cAmounts borrowed under this Section 2.01(a) each Lender having an Incremental Commitment agrees, severally and not jointlymay, subject to the terms and conditions limitations set forth in the applicable Incremental Assumption this Agreement, be repaid and, up to make Incremental but excluding the Final Maturity Date, be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the applicable BorrowerSyndicated 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 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 amount and, in 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 hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans 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 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 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 its Incremental Commitmentthe 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, and the Administrative Agent will make such determinations three (d3) amounts Business Days in advance of Term a proposed Borrowing consisting of Eurocurrency Rate Loans borrowed under Section 2.01(aand/or Competitive Bid LIBOR Loans and one (1) or Section 2.01(c) that are repaid or prepaid may not be reborrowedBusiness 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 a determination at the rate of exchange in effect on such date.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) hereof, each Lender agrees, Bank severally and not jointly, agrees to make Initial Term A Loans revolving credit loans (each, a “Revolving Credit Loan”; collectively, the “Revolving Credit Loans”) in Dollars and in Foreign Currencies to the Initial Borrower 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 of such Bank’s Commitment Percentage of the aggregate principal amount of all Swing Line Loans and LOC Obligations then outstanding, shall not exceed its then 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 Initial Term A Loan at any one time shall not exceed the aggregate amount of the 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. During 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. (as reduced b) The Revolving Credit Loans may from time to time in accordance with Section 2.08(a)); provided that be (i) there shall be no more than three separate borrowings of Initial Term A Eurodollar Loans, (ii) each Borrowing of Initial Term A Loans shall reduce ABR Loans, or (iii) a combination thereof, as determined by the Initial Term A Loan Commitments Company and notified to the Administrative Agent in accordance with Section 2.08(a) subsections 2.3 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 purposes2.7, 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x1) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure Loan shall be permitted to be outstanding made as a Eurodollar Loan after the day that is one month prior to the Spinoff Termination Date and (y2) no Revolving Facility all Foreign Currency Loans may must be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Eurodollar Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of 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 and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, (a) to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during Borrowers (allocated among the Availability Period Borrowers as specified in the Borrowing Requests with respect thereto) on the Closing Date in an aggregate principal amount that will not to exceed its then outstanding Initial Term A Loan Commitment Commitment, (as reduced b) to make Revolving Loans to the Borrowers, at any time and from time to time after the 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 Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loansthe terms hereof, (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 principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Credit Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each if such Lender having has an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption AgreementTerm Loan Commitment, to make Incremental Term Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental CommitmentTerm Loan Commitment on the date or dates determined in accordance with Section 2.24. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, and (d) amounts conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of each Term Loan to be made on the Closing Date (i.e., the amount advanced in cash to the Borrowers on the Closing Date) shall be equal to 99.5% of the principal amount of such Loan (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. Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial a Loan relating to such Lenders' Term Loan Facility A Loans in Dollars Commitment to the 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 's Term Credit Exposure of such Class exceeding such Lender’s Revolving 's Term Loan Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitment. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental agrees to make a Loan relating to such Lenders' Term Loan Facility B Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility B Commitment. Upon the occurrence of an event that, with notice or the passage of time, or both, would constitute an Event of Default (as defined in Article VII), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to exceed the Borrower suspend the Commitments (and thereupon the Commitments shall immediately be suspended). During the period of any such suspension: (i) no Lender shall be obligated in respect of its Incremental CommitmentCommitment and (ii) any fees due to any one or more of Administrative Agent and the Lenders (including the fees provided for in Section 2.12) shall be calculated without regard to such suspension. Without limiting the first sentence of this paragraph, and (dx) amounts a grace or cure period in an agreement between the Borrower (or a Subsidiary) and a third party (i.e., a Person that is not the Administrative Agent or a Lender) is included as a passage of Term Loans borrowed under Section 2.01(atime within the contemplation of such first sentence and (y) a notice given by a third party (i.e., a Person that is not the Administrative Agent or Section 2.01(ca Lender) that are repaid to the Borrower or prepaid may not be reborroweda Subsidiary is included as a notice within the contemplation of such first sentence. This paragraph shall apply notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: forth, (ai) each Lender agrees, having a Closing Date Term Loan Commitment severally and not jointly, agrees to make Initial Closing Date Term A Loans denominated in Dollars to the Initial Borrower from time to time during on the Availability Period in an aggregate principal amount that will Closing Date, which Closing Date Term Loans shall not exceed its then outstanding Initial for any such Lender the Closing Date Term A Loan Commitment (as reduced from time to time of such Lender and in accordance with Section 2.08(a)); provided that (i) there the aggregate shall be no more than three separate borrowings of Initial Term A Loansnot exceed $820,000,000, (ii) each Borrowing of Initial Lender having an Amendment No. 1 New Term A 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 reduce not exceed for any such Lender the Initial Amendment No. 1 New Term A Loan Commitments Commitment of such Lender and in accordance with Section 2.08(a) the aggregate shall not exceed $400,000,000 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Amendment No. 3 New Term Loan Commitment agreesseverally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, severally 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 jointlyexceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, subject 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 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 in the applicable Incremental Assumption Agreement, each Revolving Credit Lender severally agrees to make Incremental Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable Borrower, lending office in an aggregate principal amount not to exceed its Incremental 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 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, 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 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) amounts 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 Term Revolving Credit Loans borrowed under (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 2.01(a2.1(d)), in which case (i) or Section 2.01(cRevolving 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 prepaid 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 not be reborrowedreduced as agreed between the Swingline Lender and the Borrower, without the consent of any other Person.

Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, Lender agrees: (a) each Lender agrees, severally and not jointly, to make Initial a Term A Loans in Dollars Loan to Borrower on the Initial Borrower from time to time during the Availability Period Closing Date in an aggregate principal amount up to the Term Loan Commitment; provided that will not exceed its then outstanding Initial any portion of the Term A Loan Commitment not borrowed on the Closing Date shall terminate in accordance with Section 2.07(a); (as reduced 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 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrowerhereof, in an aggregate principal amount at any time outstanding that will not to exceed its Incremental Commitment, result in the Working Capital Loan Limit being exceeded; and (dc) amounts to make Line of Term Credit Loans borrowed under to Borrower, at any time and from time to time on and after the Closing Date until the earlier 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 2.01(a) or Section 2.01(c) that are repaid 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, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Working Capital Loans; provided that any Working Capital Loan or Line of Credit Loan that is repaid within five (5) Business Days of the initial advancement thereof shall nonetheless be deemed to have accrued five (5) Business Days of interest thereon at the rate set forth in Section 2.06(a).

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the 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 result in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans, such Lender's Exposure exceeding such Lender's Commitment or (ii) each Borrowing the sum of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with Section 2.08(a) and (iii) Exposures of all Initial Term A Loans (if and when funded) shall have of 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 Lenders exceeding the date of funding thereof,Aggregate Commitments. (b) Subject to the terms and conditions set forth herein, each Swingline Lender agrees, severally and not jointly, agrees to make Revolving Facility Swingline 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 principal amount that will not result in (i) the sum of the aggregate principal amount of all Swingline Loans made by such Lender’s Revolving Facility Swingline Lender then outstanding under this Agreement and the aggregate principal amount of all "Swingline Loans" made by such Swingline Lender then outstanding under (and as defined in) the Other Credit Exposure of such Class Agreement exceeding such Swingline Lender’s Revolving Facility Commitment of such Class's Swingline Commitment, or (ii) the Revolving Facility 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 (and as defined in) the Other Credit Agreement exceeding $150,000,000 (the "SWINGLINE FACILITY AMOUNT"), (iii) any Lender's Exposure exceeding such Lender's Commitment or (iii) the sum of such Class the Exposures of all of the Lenders exceeding the total Revolving Facility Commitments of such Class; provided that Aggregate Commitments. (xc) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding prior Subject to the Spinoff Date terms and conditions set forth herein, the LC Bank agrees to issue Letters of Credit and each Lender agrees to participate in such Letters of Credit, in each case as set forth herein, from time to time during the Availability Period in an aggregate stated amount that will not result in (yi) no Revolving Facility Loans may be made prior to the termination in full sum of the Initial Term A Loan Commitments that are in effect on aggregate LC Outstandings under this Agreement and the Closing Date. 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 terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally Loans and not jointly, subject to Swingline Loans and request the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts issuance of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedLetters of Credit.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make a loan or loans in Dollars (each, an “Initial Term A Loans in Dollars Loan”) to the Borrower on the Closing Date, which Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will Term Loans shall not exceed its then outstanding for any such Lender the Initial Term A Loan Commitment of such Lender and in the aggregate shall not exceed $795,000,000. Such Term Loans (as reduced from time to time in accordance with Section 2.08(a))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 (i) there shall be no more than three separate borrowings all Term Loans made by each of Initial the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A LoansLoans of the same Type, (iiii accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) each Borrowing of Initial Term A Loans shall reduce not exceed for any such Lender the Initial Term A Loan Commitments in accordance with Section 2.08(a) Commitment of such Lender, and (iiiiv) all shall not exceed in the aggregate the Total Initial Term A Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term 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,repaid in full in Dollars. (b) each Lender agrees, severally Subject to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions herein set forth herein, the Borrowers may borrow, prepay and reborrow each Revolving Facility Loans, (c) each Credit Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, agrees to make Incremental 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 Borrowerlending office (each, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.a

Commitments. (a) Subject to and upon the terms and conditions herein set forth, 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 herein:in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (ai) Subject to and upon the terms and conditions herein set forth, each Lender agrees, having a Revolving Credit Commitment severally and not jointly, agrees to make Initial Term A a Revolving Credit Loan or Revolving Credit Loans in Dollars to the Initial Borrower 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 in an aggregate principal amount Closing Date and prior to the Non-Extended Revolving Credit Maturity Date and (2) that will not exceed its then outstanding Initial Term A Loan Commitment (as reduced 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 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 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 Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loansthe provisions hereof, (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 fundedD) shall have the same terms not, for any such Lender at any time, after giving effect thereto 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 application of the Availability Period in an aggregate Dollar Equivalent amount that will not proceeds thereof, result in (i) such Lender’s Revolving Facility Credit Exposure of at such Class time exceeding such Lender’s Revolving Facility Credit Commitment 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 Lenders’ Revolving Credit Exposures at such Class, or time exceeding the Total Revolving Credit Commitment then in effect. (ii) the Revolving Facility Credit Exposure Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Class exceeding the total Revolving Facility Commitments of Lender to make such ClassLoan; provided that (xA) no more than any exercise of such option shall not affect the Dollar Equivalent obligation of $750,000,000 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 Facility Credit Exposure Loans were repaid in full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination 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 the Initial Term A Loan Commitments that are in effect Fourth Amendment Extended Revolving Credit Loans made on the Closing Non-Extended Revolving Credit Maturity Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, 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 the any applicable Incremental Assumption AgreementAmendment, Refinancing Amendment or Loan Modification Agreement with respect to make Incremental Loans any Other Revolving Credit Loans. (iii) For the avoidance of doubt and notwithstanding anything to the applicable Borrowercontrary expressed or implied herein, in 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 not 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 its Incremental Commitment, and (d) amounts 100% of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedthe Total Revolving Credit Commitment as then in effect.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: forth, (ai) each Lender agrees, having an Initiala Closing Date Term Loan Commitment severally and not jointly, agrees to make Initial InitialClosing Date Term A Loans denominated in Dollars to the Initial Borrower from time to time during on the Availability Period in an aggregate principal amount that will Closing Date, which InitialClosing Date Term Loans shall not exceed its then outstanding Initial for any such Lender the InitialClosing Date Term A Loan Commitment (as reduced from time to time of such Lender and in accordance with Section 2.08(a)); provided that (i) there the aggregate shall be no more than three separate borrowings of Initial Term A Loansnot exceed $820,000,000 and820,000,000, (ii) each Borrowing of Initial Lender having an Amendment No. 1 New Term A 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 reduce not exceed for any such Lender the Initial Amendment No. 1 New Term A Loan Commitments Commitment of such Lender and in accordance with Section 2.08(a) the aggregate shall not exceed $400,000,000.400,000,000 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Amendment No. 3 New Term Loan Commitment agreesseverally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 3 Effective Date, severally 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 jointlyexceed $300,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, subject 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 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 in the applicable Incremental Assumption Agreement, each Revolving Credit Lender severally agrees to make Incremental Revolving Credit Loans denominated in Dollars or in any other Alternative Currency to the Borrower (on a joint and several basis) from its applicable Borrower, lending office in an aggregate principal amount not to exceed its Incremental 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 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, 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 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) amounts 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 Term Revolving Credit Loans borrowed under (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 2.01(a2.1(d)), in which case (i) or Section 2.01(cRevolving 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 prepaid 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 not be reborrowedreduced 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: (a) , each Term A Loan Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial at any time result in such 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 Lender’s Term A LoansLoans exceeding its Term A Loan Commitment; provided, (ii) each Borrowing of Initial that the Term A Loans shall reduce the Initial Term A Loan Commitments be available 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 up 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Datethree separate Borrowings. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Term B Loan Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, agrees to make Incremental Term B Loans to the applicable Borrower, 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 exceed its Incremental Commitment, and (d) amounts of Term Loans three separate Borrowings. Amounts borrowed under this Section 2.01(a) or Section 2.01(c) that are 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 in CLP and each Term B Loan shall be made in Dollars. (b) The Commitments of the Lenders are several, i.e., the failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for any other Lender’s failure to make Loans as and when required hereunder.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Term Lender agrees, severally and not jointly, to make having an Initial Term A Loans Loan Commitment severally (i) with respect to its Exit Prepetition Continued Loans, continued its loans constituting Term Loan Claims (as defined in the Reorganization Plan) as loans to the Borrower hereunder in Dollars to the Initial Borrower from time to time during the Availability Period in an aggregate principal amount that will not exceed exceeding any such Term Lender’s Exit Prepetition Continued Loan Commitment and (ii) with respect to its then outstanding Exit DIP Converted Loans, was deemed to have made loans to the 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 (such continued loans and loans deemed made hereunder, collectively, the “Initial Term A Loan Commitment (as reduced from time to time Loans” and each, an “Initial Term Loan”). Amounts repaid or prepaid in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings respect of Initial Term A Loans, (ii) each Borrowing of Loans may not be reborrowed. The Initial Term A Loans shall reduce Loan Commitment of each Lender was automatically and permanently reduced to $0 upon the continuation and deemed making of such ▇▇▇▇▇▇’s 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 on 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,Effective Date. (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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinherein (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 Borrowers, 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 may borrow, prepay under this Agreement and reborrow Revolving Facility Loans,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) each Lender having an Incremental Commitment agrees, severally and not jointly, subject Notwithstanding anything else herein or otherwise to the terms contrary, the priority of payment, repayment, and conditions set forth in prepayment of the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Initial Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not and the Incremental DDTL Loans, together with all interest, fees, and other amounts payable in respect thereof, shall be reborrowedpro rata and pari passu in all respects.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, jointly to make Initial Term A (x) Australian Revolving Loans in Dollars dollars to any Australian Borrower, (y) Dutch Revolving Loans, at the Initial 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 that will not exceed its then at any time 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 in: (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or Commitment; or (ii) the Revolving Facility Credit Exposure sum of such Class exceeding the total Revolving Facility Exposures exceeding the lesser of (A) the total Revolving Commitments of 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 prior to the Spinoff Date and (yB) no Revolving Facility Loans may be made prior to the termination Aggregate Borrowing Base then in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. effect. (b) Within the foregoing limits set forth in clause (a) above and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Facility Loans,. (c) each Lender having an Incremental Commitment agreesThe Administrative Agent shall not, severally without the prior consent of all Lenders, make (and not jointlyshall use its reasonable best efforts to prohibit the Issuing Bank and Swingline Lender, subject as applicable, from making) any Revolving Loans or provide any Letters of Credit to the terms 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 set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans precedent to the applicable Borrowermaking 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 an aggregate 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 demand from the Borrowers together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative Agent at the interest rate provided for in Section 2.06(c). Each Lender shall be obligated to pay the Administrative Agent the amount of its Incremental CommitmentPro Rata Percentage of any such Overadvance provided, and (d) amounts that the Administrative Agent is acting in accordance with the terms of Term Loans borrowed under Section 2.01(a) or this Section 2.01(c) that are repaid or prepaid may not be reborrowed).

Commitments. (a) Subject to Section 2.1(c) and the other terms and conditions set forth herein:in this Agreement, each Bank severally agrees to lend to Borrower from time to time prior to the 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). (ab) each Lender agreesThe Letter of Credit Issuers will issue Letters of Credit, severally and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during the Availability Letter of Credit Period in an aggregate principal upon request by Borrower, for the account of Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure of all Banks then existing, and (B) the amount that will of the requested Letter of Credit, does not exceed $20,000,000, and (ii) Borrower would be entitled to a Borrowing 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 then 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 date of issuance and no Letter of Credit shall be 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 Initial Term A Loan Commitment 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 (as reduced from time to time a) the applicable Letter of Credit Fee in accordance with Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loans2.12, (iib) each Borrowing the applicable Letter of Initial Term A Loans shall reduce the Initial Term A Loan Commitments Credit Fronting Fee in accordance with Section 2.08(a2.12, and (c) all customary administrative, issuance, amendment, payment, and negotiation charges of the Letter of Credit Issuer; provided that, no such Letter of Credit Fee shall accrue or be 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 2.1(b). Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Business Day, deposit with Administrative Agent such funds as 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 Obligations 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). 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 application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any 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 shall 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 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 (iiiy) all Initial Term A Loans on the next Business Day after such demand for reimbursement if such demand is made after 11:00 a.m. (if and when funded) shall have the same terms and New York, New York time). Payment shall be treated as a single Class for all purposes, except that made by Borrower with interest on each Borrowing the amount so paid or disbursed by Letter of Initial Term A Loans shall commence Credit Issuer from and including the date payment is made under any Letter of Credit to accrue from but excluding the date of funding thereof, (b) each Lender agreespayment, severally and not jointly, to make Revolving Facility Loans at the lesser 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 Revolving Facility Commitment of such Classthe Maximum Lawful Rate, or (ii) the Revolving Facility Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit Exposure 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 the 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 Class exceeding reimbursement obligations based on any circumstance whatsoever, including in any case, the total Revolving Facility Commitments following circumstances: (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 be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such ClassLetter of Credit; provided that or (xv) no more than any other circumstance whatsoever, whether or not similar to any of the Dollar Equivalent foregoing. As among Borrower on the one hand, Administrative Agent, and each Bank, on the other hand, Borrower assumes all risks of $750,000,000 the acts and omissions of, or misuse of Revolving Facility Letters of Credit Exposure by, the beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Administrative Agent, Letter of Credit Issuer nor any Bank shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.responsible for:

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, ▇▇▇▇▇▇ agrees to make Initial Term A Revolving Loans in Dollars to the 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 Revolving Facility Commitment of such Class, or (ii) the sum of the total Revolving Facility Credit Exposure Exposures plus the aggregate principal amount of such Class outstanding Competitive Loans exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility 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 consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. (c) each Any additional bank or financial institution which elects to become a Lender having an Incremental Commitment agreesparty to this Agreement pursuant to Section 2.01(b) shall execute a Joinder Agreement substantially in the form of Exhibit C hereto with the Borrower and the Administrative Agent, severally whereupon such bank or financial institution shall become a Lender for all purposes and not jointly, subject to the terms same extent as if originally a party hereto and conditions set forth in shall be bound by and entitled to the applicable Incremental Assumption benefits of this Agreement, and Schedule 2.01 shall be deemed to make Incremental Loans be amended to add the applicable Borrowername 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 aggregate principal amount not to exceed its Incremental Commitment, and“Additional Lender.” (d) amounts of Term Loans borrowed under Any increase in the Commitments pursuant to this Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may 2.01 shall not be reborrowedeffective 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 (ii) of this Section 2.01(d). Table of Contents (e) Concurrently with the execution by an Additional Lender of a Joinder Agreement, the Borrower shall make such borrowing from such Additional Lender, and/or shall make such prepayment of outstanding Revolving Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Loans owing to each Lender (including each such Additional Lender) to be proportional to such Lender’s share of the total Commitments, after giving effect to any increase thereof; provided, however, that the Borrower shall not be required to make any such borrowing or prepayment prior to the last day of the 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 Additional Lender.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial each 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 result (as reduced from time after giving effect to time in accordance with any application of the proceeds of such Borrowing pursuant to Section 2.08(a)); provided that (i2.10) 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 Applicable Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such ClassCommitment, or (ii) the sum of the total Revolving Facility Credit Exposure of such Class Exposures exceeding the total Commitments, (iii) the sum of the total Parent Revolving Facility Commitments Credit Exposures exceeding the Parent Sublimit, (iv) in the case of any Customer Secured Loan, the aggregate unpaid principal amount of all Customer Secured Loans, including such Class; provided Customer Secured Loan, exceeding the aggregate Loan Value of the Customer Pledged Eligible Assets that have been pledged to secure all such Revolving Loans or (xv) no more than in the Dollar Equivalent case of $750,000,000 any Firm Secured Loan, the aggregate unpaid principal amount of all Firm Secured Loans, including such Firm Secured Loan, exceeding the aggregate Loan Value of the Firm Pledged Eligible Assets that have been pledged to secure all such Revolving Facility Credit Exposure Loans. Revolving Loans made to JFC shall be permitted Unsecured Loans. Revolving Loans made to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans EDJ may be made prior to Secured Loans or Unsecured Loans, at EDJ’s election in accordance with Section 2.02(b) below, and may be redesignated as a Secured Loan or an Unsecured Loan, as the termination case may be, in full accordance with Section 6 of the Initial Term A Loan Commitments that are in effect on the Closing DateSecurity Agreement and Section 2.12 hereof. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Borrower may borrow, prepay and reborrow Revolving Facility Loans,. (cb) each Lender having an Incremental Commitment agreesEach Borrower shall be liable on a several, severally but not joint, basis for its Borrowings hereunder and not jointly, subject to neither Borrower shall guarantee the terms and conditions set forth in Borrowings of the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedother Borrower 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 $550,000,000. 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. 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 set forth herein: (a) herein each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the 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 applicable lending office (as reduced from time to time in accordance with Section 2.08(a)); provided that (ieach, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, and provided that any of the foregoing such Revolving Credit Loans (dA) amounts 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 Term the Borrower be Incurred and maintained as, and/or converted into, ABR Loans borrowed under Section 2.01(a) or Section 2.01(c) 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 prepaid (without premium or prepaid may 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 Credit Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Credit 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 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 Commitments 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 $15,000,000, plus an amount sufficient to fund original issue discount or upfront fees required to be reborrowedfunded on the Closing Date (to the extent provided for in the Fee Letter, other than the “Upfront Fee” under the heading “Bank Facilities Fees”), plus amounts to fund ordinary course working capital and working capital adjustments.

Commitments. (a) On August 9, 2007, the “Lenders” issued “Commitments” (as each such term is defined in the Existing Credit Agreement) to certain of the Borrowers (“Existing Commitments”). The aggregate outstanding principal balance of the “Revolving Exposure” (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Commitments immediately prior to giving effect to this Agreement was $85,502,688.00 (“Existing Revolving Exposure”). On the Restatement Date, each Continuing Lender shall purchase from one another and from the Exiting Lenders an undivided interest in such Existing Revolving Exposure in proportion to its Applicable Percentage. Such purchases shall be at par and shall be payable by such Continuing Lenders to the Administrative Agent for the respective accounts of the Continuing Lenders and Exiting Lenders. Upon the terms and subject to the conditions of this Agreement, such outstanding Existing Revolving Exposure shall constitute Revolving Exposure under this Agreement from and after the Restatement Date, and shall henceforth be governed by the terms and conditions of this Agreement in all respects. (b) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower Borrowers 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 (ia) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (iib) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments Exposures exceeding the lesser of such Class; provided that (x) no more than the Dollar Equivalent sum of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and total Commitments or (y) no Revolving Facility Loans may be made prior the Borrowing Base, subject to the termination Administrative Agent’s authority, in full its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of the Initial Term A Loan Commitments that are in effect on the Closing DateSection 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein:, each Term Lender agrees, severally and not jointly, to advance to the Borrower from time to time during the Construction Loan Availability Period such loans as Borrower may request pursuant to this Section 2.01(a) (individually, a “Construction Loan” and, collectively, the “Construction Loans”), in an aggregate principal amount which, when added to such Term Lender’s Pro Rata Percentage of the aggregate principal amount of all prior Construction Loans made under this Agreement, does not exceed such Term Lender’s Construction Loan Commitment. Amounts paid or prepaid in respect of Construction Loans may not be reborrowed. (ab) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, each Term Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during on the Availability Term Period Commencement Date, at the request of Borrower, a term loan under this Section 2.01(b) (individually a “Term Loan” and, collectively, the “Term Loans”) in an aggregate principal amount that will not to exceed its then outstanding Initial Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a)); provided that the lesser of (i) there shall be no more than three separate borrowings the sum of Initial the aggregate principal amount of outstanding Construction Loans made by such Term A Loans, Lender and (ii) each Borrowing such Term Lender’s Term Loan Commitment. Each Term Lender shall make its Term Loan by converting the principal amount of Initial outstanding Construction Loans made by such Term A Lender to a Term Loan. Amounts paid or prepaid in respect of Term Loans shall reduce may not be reborrowed. (c) Subject to 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 purposesconditions hereof and relying upon the representations and warranties set forth herein, except that interest on each Borrowing of Initial Term A Loans shall commence to accrue from the date of funding thereof, (b) each Revolving Credit 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 Borrower, at any time and from time to time during on or after the Closing Date and until the earlier of the end of the Revolving Credit Facility Commitment Availability Period and the termination of the Revolving Credit Commitment of such Revolving Credit Lender in accordance with the terms hereof, in an aggregate Dollar Equivalent principal amount at any time outstanding that will not result in (i) such Revolving Credit Lender’s Revolving Facility Credit Exposure of such Class exceeding such Revolving Credit Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitment. Within the foregoing limits set forth in this clause (c) and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (d) Subject to the terms and conditions hereof and relying upon the representations and warranties set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Backstop LC Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Backstop LC Loans to the applicable BorrowerBorrower as contemplated by Section 2.02(f), at any time and from time to time on or after the Closing Date and until the earlier of the end of the Backstop LC Facility Commitment Availability Period and the termination of the Backstop LC Commitment of such Backstop LC Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed its Incremental result in such Backstop LC Lender’s Credit Exposure exceeding such Backstop LC Lender’s Backstop LC Commitment. For the avoidance of doubt, and (d) amounts of Term Backstop LC Loans borrowed under may only be made as contemplated by Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed2.02(f).

Commitments. Subject to the terms and conditions set forth herein:of this Agreement (including Article VI): (a) each Lender agrees, Bank severally and not jointlyfor itself alone agrees that it will, to make Initial Term A Loans in Dollars to the Initial Borrower from time to time on any Business Day occurring during the Availability Period in an period commencing on the date hereof and continuing to and including the Facility A Commitment Termination Date, make loans (relative to each Bank, its "Facility A Loans") to the Borrower equal to such Bank's Percentage of the aggregate principal amount of the Facility A Loans requested by the Borrower pursuant to Section 3.1; provided, however, that will not exceed its then outstanding Initial Term no Bank shall be permitted or required to make any Facility A Loan Commitment if the amount of such Facility A Loan shall exceed the Maximum Facility A Availability then in effect; (as reduced b) the Issuer agrees that it will, from time to time on any Business Day occurring during the period commencing on the Closing Date and continuing to (but not including) the Facility A Commitment Termination Date, issue or extend Letters of Credit for the account of the Borrower or any of its Subsidiaries, all in accordance with Section 2.08(a))the provisions of Article V; provided provided, however, that neither the Issuer nor any Bank shall be permitted or required to issue or extend, in the case of the Issuer, or participate in the issuance or extension of, in the case of such Bank, a Letter of Credit if the face amount of such Letter of Credit shall exceed either (i) there shall be no more than three separate borrowings of Initial Term the Maximum Facility 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Letter of Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such ClassAvailability then in effect; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans,and (c) each Lender having an Incremental Commitment agrees, Bank severally and not jointlyfor itself alone agrees that it will make a loan (relative to each Bank, subject its "Facility B Loan") to the terms and conditions set forth in Borrower on the applicable Incremental Assumption Agreement, initial Drawdown Date hereunder equal to make Incremental Loans to such Bank's Percentage of the applicable Borrower, in an aggregate principal amount of the Facility B Loans requested by the Borrower pursuant to Section 3.1. The aggregate amount of the Facility B Loans requested by the Borrower or made by the Banks on the initial Drawdown Date will not to exceed its Incremental Commitment, and (d) amounts $6,000,000. The Facility B Commitments of Term the Banks will terminate immediately after the fundings of the Facility B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedon the initial Drawdown Date.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Term Lender agreesseverally, severally and not jointly, agrees to make Initial Term A Loans a loan in Dollars (each, a “Term Loan” and collectively, the “Term Loans”) to the 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect Borrowers on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth Date in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate a principal amount not to exceed its Initial Commitment (each loan made under this Section 2.01(a), an “Initial Term Loan” and collectively, the “Initial Term Loans”). (b) Subject to the terms and conditions of this Agreement and any applicable Refinancing Amendment, Extension Amendment or Incremental Facility Agreement, each Lender and each Additional Lender with any Additional Revolving Commitment or Additional Term Commitment, and (d) amounts as the case may be, for a given Class severally, and not jointly, agrees to make Additional Revolving Loans and/or Additional Term Loans, as the case may be, of such Class to the Borrowers, which Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Revolving Commitment or Additional Term Loans borrowed under Section 2.01(a) Commitment, as the case may be, of such Class of such Lender or Section 2.01(c) that are Additional Lender on the respective Incremental Term Loan Borrowing Date. Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled. Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower from time to time in dollars during the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10) in (a) such ▇▇▇▇▇▇’s Revolving Credit Exposure exceeding such ▇▇▇▇▇▇’s Revolving 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, or (b) each Lender agrees, severally and not jointly, to make the sum of the total 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class Exposures exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans,. (ci) Pursuant to the Existing Credit Agreement, the Initial Term Loan Lenders and the Additional Term Loan Lenders (each Lender having an Incremental Commitment agrees, severally as defined therein) thereunder have made term loans to the Borrower and not jointlysuch loans remain outstanding on the Effective Date in the aggregate principal amount of $225,000,000 (the “Initial Term Loans”). Such Initial Term Loans shall continue to be outstanding under this Agreement. On the Effective Date, subject to the terms and conditions set forth herein, the Initial Term Loans shall be reallocated to the Lenders in accordance with their Initial Term Loan Commitments as set forth in Schedule 2.01A attached hereto in accordance with Section 9.20. (ii) Subject to the applicable Incremental Assumption Agreementterms and conditions set forth herein, each Additional Term Loan Lender severally and not jointly agrees to make Incremental Loans additional term loans (the “Additional Term Loans”) to the applicable BorrowerBorrower in dollars during the Additional Term Loan Commitment Period in up to two (2) separate Borrowings as requested by the Borrower in accordance with Section 2.03, so long as (x) each Additional Term Loan Borrowing shall be in an a minimum amount of at least $25,000,000 (or a lesser amount equal to the remaining aggregate Unfunded Additional Term Loan Commitments) and (y) any such requested amount does not result in (i) the principal amount of the Additional Term Loans made by such Lender exceeding its Unfunded Additional Term Loan Commitment (as in effect prior to such Borrowing), and (ii) the aggregate principal amount not of all Additional Term Loans made by the Lenders exceeding the total aggregate Unfunded Additional Term Loan Commitments (as in effect prior to exceed its Incremental Commitment, andsuch Borrowing). All Unfunded Additional Term Loan Commitments of the Lenders to make the Additional Term Loans shall expire on the Additional Term Loan Commitment Expiry Date. (diii) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

Commitments. Subject to the terms and conditions set forth hereinherein and in Amendment No. 3: (a) each Each Converting Term Lender agreesseverally agrees that its Converting Term Loans are hereby converted to a like principal amount of Initial Term Loans on the Restatement Effective Date. All Converting Term Loans will have the Types and Interest Periods specified in the Notice of Borrowing delivered in connection therewith. All accrued and unpaid interest on the Converting Term Loans to, but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 2.11 shall be payable in connection with such conversion. (b) Each Additional Initial Term Lender severally and not jointly, agrees to make an Additional Initial Term A Loans in Dollars Loan to the Borrower on the Restatement Effective Date in the principal amount equal to its Additional Initial Term Commitment on the Restatement Effective Date. The Borrower from time to time during shall prepay the Availability Period in an aggregate principal amount that will not exceed its then outstanding of the Non-Converting Term Loans with the aggregate gross proceeds of the Additional Initial Term A Loan Commitment (as reduced from time Loans, concurrently with the receipt thereof. All accrued and unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be paid on the Restatement Effective Date, and the Borrower will make any payments required under Section 2.11 with respect to time the Non-Converting Term Loans in accordance with Section 2.08(a))therewith. (c) Such Initial 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 (i) there shall be no more than three separate borrowings all Term Loans made by each of Initial the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A LoansLoans of the same Type, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) 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 purposesprovisions hereof, 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are but once repaid or prepaid 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.

Commitments. (i) Subject to the terms and conditions set forth herein: (a) hereof, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars revolving credit loans ("Revolving Credit Loans") to the Initial Borrower Borrowers from time to time during the Availability Commitment Period in an aggregate principal amount that will at any one time outstanding which, when added to such Lender's Commitment Percentage of the then outstanding L/C Obligations, does not exceed the amount of such Lender's Commitment. During the Commitment Period the Borrowers 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. Notwithstanding anything to the contrary contained in this Agreement, in no event shall, at the time of the making of any extension of credit hereunder, the sum of the Aggregate Outstanding Revolving Extensions of Credit of all of the Lenders exceed the aggregate Commitments then in effect. (ii) Each Revolving Credit Loan shall be made to the applicable Borrower as part of a borrowing consisting of Revolving Credit Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its then outstanding Initial Term A Loan Commitment obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required. (as reduced iii) Subject to Section 2.8 and Section 2.10, the Revolving Credit Loans may from time to time be Eurodollar Loans, ABR Loans, Cdn Prime Loans, CDOR Loans or Money Market Loans or a combination thereof, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Section 2.08(a)); Sections 2.2(d) and 2.4, provided that (i) there no Revolving Credit Loan 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 made 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 Eurodollar Loan or CDOR Loan 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 day that will not result in is one (i1) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 month prior to the Spinoff Date Termination Date. Cdn Prime Loans and (y) no Revolving Facility CDOR Loans may shall be made prior to the termination in full of the Initial Term A Loan Commitments that are Cdn Dollars. All other Loans shall be made in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedDollars.

Commitments. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, each Lender hereby severally agrees, subject to the limitations set forth herein: (a) each Lender agrees, severally and not jointlybelow with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make Initial Term A Loans in Dollars maintain or to lend to Company, as the Initial Borrower case may be, from time to time during the Availability Period in period from the Restatement Effective Date to but excluding the Revolving Loan Commitment Termination Date, an aggregate 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. Company acknowledges and confirms that each Existing Lender holds Existing Revolving Loans in the respective principal amounts outstanding prior to the Restatement Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. The aggregate amount of the Revolving Loan Commitments as of the Restatement Effective Date is $50,000,000; provided that will not exceed its then outstanding Initial Term A the Revolving Loan Commitment (as 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). Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it has no defense, set off, claim or counterclaim against any Agent or Lender in regard to its Obligations in respect of such Existing Revolving Loans and (2) reaffirms its obligation to pay such Existing Revolving Loans 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth hereinof this Agreement and the other Loan Documents. Based on the foregoing, (A) Company and each Lender agree that the Existing Revolving Loans and any amounts owed (whether or not presently due and payable, and including all interest accrued to the Restatement Effective Date (which shall be payable on the next Interest Payment Date with respect to the Revolving Loans to which such interest relates)) by Company to Lenders thereunder or in respect thereof shall, as of the Restatement Effective Date, be converted to, maintained as, and owed by Company under and in respect of Revolving Loans hereunder. 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. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Borrowers may borrow, prepay Revolving Loans and reborrow the Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, Loan Commitments shall be subject to the terms and conditions set forth following limitations in the applicable Incremental Assumption Agreement, amounts and during the periods indicated: (i) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed either (a) the Revolving Loan Commitments then in effect or (b) the sum of the Borrowing Base then in effect plus (1) all amounts up to make Incremental Loans to $23,500,000 spent on the applicable Borrower, Anagram Acquisition and (2) all amounts spent through such time on Permitted Business Acquisitions (in an aggregate principal amount not to exceed its Incremental Commitment, each case other than amounts funded through equity issuances or indebtedness other than Revolving Loans); and (dii) for 30 consecutive days during each consecutive twelve-month period, the aggregate outstanding principal amount of all Revolving Loans shall not exceed $10,000,000 plus (1) all amounts up to $23,500,000 spent on the Anagram Acquisition and (2) all amounts spent through any given date of Term Loans borrowed under Section 2.01(a) determination on Permitted Business Acquisitions (in each case other than amounts funded through equity issuances or Section 2.01(c) that are repaid or prepaid may not be reborrowedindebtedness other than Revolving Loans).

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 $835,000,000. 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) shall be made 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 herein: (a) each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Loans revolving credit loans to the Borrower denominated in Dollars to or any Alternative Currency as elected by the 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 2.2 from its applicable lending office (ieach, a “Revolving Credit Loan”) 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 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 Facility Credit Exposure of such Class exceeding such Revolving Credit Lender’s Revolving Facility Credit Commitment of such Class, or and (ii) the aggregate Revolving Facility 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 (with respect to Revolving Credit Loans denominated in Dollars, only prior to the First Amendment Effective Date), or Term SOFR Revolving Credit Loans (with respect to Revolving Credit Loans denominated in Dollars, on and after the First Amendment Effective Date); 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 Total Revolving Facility Commitments Credit Commitment then in effect or the aggregate amount of such Class; provided that (x) no more than the Dollar Equivalent Revolving Credit Lenders’ Revolving Credit Exposures of $750,000,000 any Class of Revolving Facility 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. For the avoidance of the doubt, any 2022 Incremental Revolving Credit Loans made pursuant to any 2022 Incremental Revolving Credit Commitments shall be permitted deemed to be outstanding prior Revolving Credit Loans. Notwithstanding anything herein to the Spinoff Date contrary, on and (y) after the First Amendment Effective Date, Revolving Loans denominated in Dollars shall no Revolving Facility longer be available as LIBOR Loans, and shall instead be available as either Term SOFR Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Dateor ABR Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.|US-DOCS\101663612.13131839430.6||

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 herein: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. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans (including any then unpaid Delayed Draw Term Loans funded hereunder pursuant to Section 2.1(b) below) shall be repaid in full in Dollars. (ab) Subject to and upon the terms and conditions herein set forth, each Lender agrees, having a Delayed Draw Term Loan Commitment severally and not jointly, agrees to make Initial Term A Loans a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Initial Borrower from time to time during after the Availability Period in an aggregate principal amount that will Closing Date until, but not exceed its then outstanding Initial including, the Delayed Draw Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a)); provided that Termination Date, which Delayed Draw Term Loans (i) there shall be no more than three separate borrowings not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of Initial Term A Loanssuch 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 Initial Delayed Draw Term A Loans shall reduce of the Initial Term A Loan Commitments same Type and (iv) may be repaid or prepaid in accordance with Section 2.08(a) and (iii) all Initial the provisions hereof, but once repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term A 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 class of Initial Term Loans for all purposes, except that interest on each Borrowing of Initial the Delayed Draw Term A Loans shall commence to accrue from the date of funding applicable Delayed Draw Funding Date thereof,. (bc) each Lender agrees, severally Subject to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow herein each Revolving Facility Loans, (c) each Credit Lender having an Incremental Commitment agrees, severally and not jointly, subject agrees to make Revolving Credit Loans denominated in Dollars to the terms and conditions set forth in the Borrower from its applicable Incremental Assumption Agreementlending office (each, to make Incremental Loans to the applicable Borrower, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, and provided that any of the foregoing such Revolving Credit Loans (dA) amounts 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 Term the Borrower be incurred and maintained as, and/or converted into, ABR Loans borrowed under Section 2.01(a) or Section 2.01(c) 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, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or prepaid may not be reborrowedpenalty) 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.

Commitments. (a) Subject to and upon the terms and conditions set forth herein: (a) , each Lender agreesseverally agrees to make, severally at any time and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during on or after the Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (as reduced from time each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to time in accordance with Section 2.08(a)); provided that the Borrower, which Revolving Loans (i) there shall be no more than three separate borrowings of Initial Term A Loansdenominated in Dollars, (ii) each 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 Initial Term A Loans shall reduce the Initial Term A Loan Commitments same Type, (iii) may be repaid and reborrowed in accordance with Section 2.08(athe 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 (iiiy) the sum of (I) the aggregate amount of all Initial Term A 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 (if exclusive of Swingline Loans which are repaid with the proceeds of, and when fundedsimultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) shall have the same terms and shall be treated as a single Class not exceed for all purposesLenders at any time outstanding that aggregate principal amount which, except that interest on each Borrowing when added to (x) the aggregate amount of Initial Term A 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 shall commence to accrue from (exclusive of Swingline Loans which are repaid with the date proceeds of, and simultaneously with the incurrence of, the respective incurrence of funding thereof,Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) each Lender agrees, severally Subject to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers 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 borrowbe 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, prepay 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 reborrow (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 Facility 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 amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 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 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 the Borrower), then each Lender having an Incremental Commitment agreeshereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, severally but adjusted for any payments received from the Borrower on or after such date and not jointly, subject prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the terms and conditions set forth in last paragraph of Section 11), provided that (x) all interest payable on the applicable Incremental Assumption AgreementSwingline 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 make Incremental Loans the extent attributable to the applicable Borrowerpurchased participation, in an aggregate 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 Lender shall be required to pay the Swingline Lender interest on the principal amount not of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to exceed its Incremental Commitmentbut excluding the date of payment for such participation, and (d) amounts of Term at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedmaintained as Base Rate Loans hereunder for each day thereafter.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) of this Agreement, each Lender agreesBank, severally and but not jointly, agrees to make Initial Term A Loans in Dollars loans (collectively the "Revolving Loans" and individually each a "Revolving Loan") to the Initial Borrower Company from time to time during from the Availability Period date hereof to, but not including, the Termination Date, 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 either or both (i) such Lender’s Bank's Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Bank's Commitment of such Class, or (ii) the sum of the total Revolving Facility Credit Exposure of such Class Exposures exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Company may borrow, prepay and reborrow Revolving Facility Loans,. Each Revolving Loan shall be made as part of a borrowing consisting of Revolving Loans made by the Banks on a pro-rata basis according to each Bank's Percentage. The failure of any Bank to make any Revolving Loan required to be made by it shall not relieve any other Bank of its obligationshereunder. (cb) The Company may seek one or more financial institutions to make a commitment or commitments of Revolving Loans in the aggregate amount of $20,000,000 (the "Commitment Increase"). For purposes of the foregoing, the Administrative Agent may from time to time (i) admit additional Banks under this Agreement (each Lender having an Incremental "Additional Bank") or (ii) at the request of any Bank, increase the Commitment agreesof such Bank (each an "Increasing Bank"), severally provided that (A) any Additional Bank shall be eligible to be a Bank under this Agreement and not jointly, subject admission of such Additional Bank as a party to this Agreement shall have been consented to by the Administrative Agent and the Company; (B) after giving effect to the terms Commitment Increase the total Commitments shall not exceed $200,000,000; (C) the Commitment percentages and conditions set forth in pro rata shares of the applicable Incremental Assumption AgreementBanks shall be adjusted accordingly; (D) none of the Banks shall have any obligation to increase its Commitment; and (E) neither the Administrative Agent, the Company, any Bank or any of their respective Affiliates shall have any obligation to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) find or Section 2.01(c) that are repaid or prepaid may not be reborrowedarrange for any Additional Bank.

Commitments. Subject to the terms and conditions set forth herein: (a) of this Agreement, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars advances to the Initial Borrower from time to time during time, subject to the Availability Period provisions of Section 2.4, from the Closing Date to the Maturity Date in an aggregate principal amount that will at any time outstanding up to but not exceed its exceeding the amount of such Lender's Commitment as then outstanding Initial Term A Loan Commitment in effect; provided, however, (as reduced from time to time in accordance with Section 2.08(a)); provided that a) the aggregate Outstanding Amount of (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 Revolving 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 outstanding applicable to 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) plus such Lender’s Revolving Facility Credit Exposure 's Commitment Percentage of such Class exceeding the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Revolving Facility 's Commitment of such Class, or and (ii) the Revolving Facility Credit Exposure Loan (inclusive of such Class exceeding Lender's obligation to make advances under the total Revolving Facility Commitments Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender's Commitment Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Class; provided that Lender's Commitment and (xb) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure Total Outstandings shall be permitted to be outstanding prior not at any time exceed the aggregate Commitments. Subject to the Spinoff Date foregoing limitations, and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the other terms and conditions set forth hereinprovisions of this Agreement, the Borrowers Borrower may borrow, prepay and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving Facility Loans, Loan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Base Rate Balances or Libor Balances, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance (cbut shall in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the "Swingline Advances"); provided, however, that (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed fifteen million Dollars ($15,000,000) and the Total Outstandings shall not exceed the aggregate principal amount of the Commitments and (ii) Bank of America shall give the Agent and each Lender having written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day's prior written notice given by Bank of America to the Agent and the other Lenders at any time and from time to time (including at any time following the occurrence of a Default or an Incremental Commitment Event of Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including Bank of America) severally agrees, severally irrevocably and not jointlyunconditionally, subject as provided in the first sentence of this Section 2.1, and notwithstanding anything to the terms and contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 8 (which conditions set forth in the applicable Incremental Assumption Agreementprecedent shall not apply to this sentence), to make Incremental Loans to an advance under the applicable BorrowerRevolving Loan, in the form of a Base Rate Balance, in an amount equal to its Commitment Percentage of the aggregate principal amount not of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to exceed its Incremental CommitmentBank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and (d) amounts , until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Term Loans borrowed Balance under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not the Loan advanced by each Lender shall be reborrowedestablished and maintained at such Lender's Applicable Lending Office for such Type of Balance.

Commitments. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally, but not jointly, agrees to make a term loan denominated in dollars to the Borrower on the Initial Funding Date in an aggregate principal amount equal to $450,000,000 (in each case, so long as all conditions set forth in Section 6.02 shall have been satisfied (or waived in accordance with Section 12.02)) in accordance with their respective pro rata share of the Commitments from time to time (each an “Initial Loan” and, collectively, the “Initial Loans”); provided that the aggregate amount of all Initial Loans made by any Lender on the Initial Funding Date shall not exceed such Lender’s Commitments. (b) Subject to the terms and conditions set forth herein: (a) hereof, after the Initial Funding Date, during the Availability Period, each Lender agreesLenders severally, severally and but not jointly, agrees to make Initial Term A additional Loans in Dollars to the 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 up to $95,000,000 (so long as reduced from time to time all conditions set forth in Section 6.03 shall have been satisfied (or waived in accordance with Section 2.08(a12.02)) in accordance with their respective pro rata share of the remaining Commitments at such time (each an “Additional Loan” and collectively, the “Additional Loans”); provided that (i) the aggregate amount of all Additional Loans made by any Lender on date of issuance for such Additional Loans shall not exceed such Lender’s remaining Commitments, (ii) the aggregate principal amount of Additional Loans made on each Funding Date shall be at least $5,000,000 and (iii) there shall be no more than three separate twelve (12) borrowings of Initial Term A Additional 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,. (bc) each Lender agreesOnce borrowed, severally and the Borrower may not jointlyreborrow any Loans that have been repaid or prepaid, to make Revolving Facility Loans whether in whole or in part. Upon any funding of any Loan hereunder by any Lender, a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency portion of such Lender’s Commitment equal to the applicable amount of such Loan shall terminate immediately and without further action on the Funding Date of such Loan. (d) The Borrower may from time to time during the Availability Period in an aggregate Dollar Equivalent amount that will not result in terminate any remaining Commitments (i) unless otherwise terminated prior to such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Classdate); provided that any such termination terminates the remaining Commitments in full. The Borrower will notify Administrative Agent in writing of any election to terminate such Commitments by 12:00 p.m. (xNew York City time) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding at least three (3) Business Days prior to the Spinoff Date effective date of such termination, specifying such election and (y) no Revolving Facility Loans may be made prior to the termination in full effective date thereof. Promptly upon receipt of any such notice, Administrative Agent shall advise the Lenders of the Initial Term A Loan contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.01(d) shall be irrevocable. Any termination of the Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not shall be reborrowedpermanent.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make a loan or loans (each, an “Initial Term A Loans Loan”) to the Borrower in Dollars to on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Borrower from time to time during Term Loan Commitment of such Lender and in the Availability Period in an aggregate principal amount that will shall not exceed its then outstanding Initial $200,000,000. Such Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a)); provided that Loans (i) there shall may at the option of the Borrower be no more than three separate borrowings incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided that all Term Loans made by each of Initial the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A LoansLoans of the same Type, (ii) each Borrowing of Initial Term A Loans may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall reduce not exceed for any such Lender the Initial Term A Loan Commitments in accordance with Section 2.08(a) Commitment of such Lender and (iiiiv) all shall not exceed in the aggregate the Total Initial Term A Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term 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,repaid in full in Dollars. (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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted Subject to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions herein set forth herein, the Borrowers may borrow, prepay and reborrow forth: each Revolving Facility Loans, (c) each Credit Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, agrees to make Incremental Revolving Credit Loans to the applicable BorrowerBorrower in Dollars or in an Alternative Currency from its lending office (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Lender’s Revolving Credit Commitment, provided that 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 Revolving Credit Commitment in respect of such Class 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 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) amounts 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 Term Revolving Credit Loans borrowed under Section 2.01(adenominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cshall 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 are repaid or prepaid 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 reborrowedmade 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 hereinforth: (ai) each Revolving Loan Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower 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 to 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 the amount of Initial Term A Loans, such ▇▇▇▇▇▇’s Revolving Credit Commitment; (ii) each Borrowing of Initial Term Loan 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, agrees to make Revolving Facility Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency Term Loan A 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect Borrowers on the Closing Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental the amount of such ▇▇▇▇▇▇’s Term Loan A Commitment, ; and (diii) amounts 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 Loans borrowed under Section 2.01(aLoan B Commitment (b) or Section 2.01(c) that are 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 the Total Revolving Credit Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrowers may borrow, repay and reborrow, the Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein.

Commitments. (a) Subject to and upon the terms and conditions herein set forth forth, 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. (ab) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the 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 applicable lending office (as reduced from time to time in accordance with Section 2.08(a)); provided that (ieach such loan, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, andprovided 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 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 (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) [Reserved]. (d) amounts of Term Loans borrowed under Section 2.01(a[Reserved]. (e) or Section 2.01(c) that are repaid or prepaid may not be reborrowed[Reserved].

Commitments. Subject to (i) Each Bank severally agrees, on the terms and conditions hereinafter set forth herein: (a) each Lender agrees, severally and not jointlyforth, to make Initial Term A Loans in Dollars one or more loans (the "Loans") to the Initial Borrower from time to time on any Business Day during the Availability Period period from the Effective Date up to, but excluding, the Termination Date in an aggregate principal amount that will outstanding for such Bank not to exceed its then outstanding Initial Term A at any time an amount equal to such Bank's Commitment. Each 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 made as either a Base Rate Loan or a Eurodollar Rate Loan and as part of Initial Term A Loans, (ii) each a single 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 made on the same terms and day by the Banks ratably according to their respective Commitment Percentages. Each Base Rate Borrowing 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 less than $2,000,000, or, if less, the entire unfunded portion of the Total Commitment. Each Eurodollar Rate Borrowing shall be in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, an aggregate amount not less than $2,000,000 or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent an integral multiple of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination 1,000,000 in full of the Initial Term A Loan Commitments that are in effect on the Closing Dateexcess thereof. Within the foregoing limits set forth above and subject to the terms and conditions set forth hereinof this Agreement, the Borrowers Borrower may borrow, repay pursuant to Section 2.07 or prepay pursuant to Section 2.09 and reborrow Revolving Facility Loans,under this Section 2.01(a). (cii) each Lender having an Incremental Commitment The Issuing Bank agrees, severally and not jointly, subject to on the terms and conditions hereinafter set forth, to issue standby or commercial letters of credit for the account of the Borrower, and for the benefit of any obligee of payment obligations of the Borrower or any of its Subsidiaries, (the "Letters of Credit") from time to time on any Business Day during the period from the Effective Date up to, but excluding, the Termination Date in an aggregate amount for all Outstanding Letters of Credit not exceeding at any time the Letter of Credit Limit. Each Letter of Credit shall be denominated in Dollars, shall expire no later than the date set forth in Section 2.03(a), and shall be in such form as approved from time to time by the applicable Incremental Assumption AgreementIssuing Bank and the Borrower. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Incremental Loans purchase participations in the Letters of Credit issued by the Issuing Bank pursuant to this Agreement in an amount equal to such Bank's Commitment Percentage of the face amount of such Letter of Credit. Upon the issuance of each Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation, to the applicable Borrowerextent of such Bank's Commitment Percentage, in an aggregate principal amount not such Letter of Credit, the obligations of the Issuing Bank thereunder and in the reimbursement obligations of the Borrower due in respect of drawings made under such Letter of Credit. The Banks will execute any other documents the Issuing Bank may reasonably request to exceed its Incremental Commitmentevidence the purchase of such participation. On each day during the period commencing with the issuance by the Issuing Bank of any Letter of Credit and ending on the date when such Letter of Credit shall have expired or been terminated, and, irrespective of whether such Letter of Credit has expired or terminated if such Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Bank, the Commitment of each Bank shall be deemed to be utilized for all purposes hereof in an amount equal to such Bank's Commitment Percentage of the Outstanding Letters of Credit. (diii) amounts Notwithstanding any other term or provision hereof (A) no Loan shall be made and no Letter of Term Credit shall be issued if (1) the Collateral Maintenance Ratio is less than 2 to 1, (2) the Preferred Rig Ratio is less than 1.5 to 1, or (3) after giving effect thereto the aggregate amount of Credit Outstanding would exceed the Total Commitment and (B) no Letter of Credit shall be issued if (1) the initial stated amount thereof would be less than $100,000 or (2) after giving effect thereto the aggregate amount of Outstanding Letters of Credit would exceed the Letter of Credit Limit. (b) Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid of more than one Type may be outstanding at the same time, but the Borrower shall not be reborrowedentitled to request any Borrowing or to Convert Loans comprising any Borrowing into Loans of another Type, if after giving effect to such Borrowing or Conversion, as the case may be, any Bank would have outstanding at any one time more than six (6) different Types of Loans. Loans having different Interest Periods, regardless of whether they commence on the same date or have the same type of interest rate, shall be considered different Types of Loans; provided, however, that all Base Rate Loans are the same type of Loan so long as they remain Base Rate Loans.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Committed Loans in Dollars to the Initial Borrower Company 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 's Committed Credit Exposure of such Class exceeding such Lender’s Revolving Facility 's Commitment of such Class, or (ii) the Revolving Facility sum of the total Committed Credit Exposure Exposures, plus the aggregate principal amount of such Class outstanding Competitive Loans, exceeding the total Revolving Facility Commitments Total Commitment. In furtherance of such Class; provided that (x) no more than the Dollar Equivalent foregoing, the aggregate amount of $750,000,000 of Revolving Facility Credit Exposure the Total Commitment shall be permitted deemed used from time to be outstanding prior time to the Spinoff Date extent of the aggregate amount of the Competitive Loans then outstanding, and (y) no Revolving Facility Loans may such deemed use of the Total Commitment shall be made prior applied to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateLenders ratably according to their respective Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Company may borrow, prepay and reborrow Revolving Facility Committed Loans,. (b) The Company shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time an increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Default or Event of Default shall have occurred hereunder which is continuing, (ii) no such increase shall cause (A) the aggregate Commitments hereunder to exceed $600,000,000, or (B) the sum of the aggregate Commitments hereunder plus the aggregate commitments under the Related Credit Agreement to exceed $1,100,000,000, and (iii) no Lender's Commitment shall be increased without such Lender's consent. (c) each Lender having an Incremental Commitment agreesAll Committed Loans which are outstanding on the Termination Date are due and payable, severally together with accrued interest thereon, on the Termination Date unless Company exercises its option to convert such Loans to term loans and not jointly, subject to extend the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental maturity date of such Loans to the date which is the first anniversary of the Termination Date (the "Extended Maturity Date"). In the event Company elects to exercise its option to extend the maturity date of the Committed Loans, Company shall, by written notice received by Administrative Agent (a "Notice of Extension of Maturity Date") not less than 20 nor more than 60 days prior to the Termination Date, advise the Banks that it shall exercise its option to extend the maturity date of the Committed Loans. The Administrative Agent will promptly, and in any event within five Business Days of the receipt of such Notice of Extension of Maturity Date, notify the Lenders of the contents of such notice. Such Notice of Extension of Maturity Date shall constitute a representation by Company that (A) no Event of Default has occurred and is continuing and (B) the representations and warranties contained in Article IV are correct on and as of the date of such Notice of Extension of Maturity Date, as though made on and as of such date (unless any representation and warranty expressly relates to an earlier date). In the event the Company elects to extend the maturity of the Committed Loans, the Alternate Base Rate and Applicable Margin (as the case may be) applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of the Committed Loans during the Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not Loan Phase shall be reborrowedincreased by .25% per annum.

Commitments. (a) Subject to and upon the terms and conditions herein set forth herein: (a) each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the Initial 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 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 Loansnot, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments in accordance with Section 2.08(a) after giving effect thereto 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 application of the Availability Period in an aggregate Dollar Equivalent amount that will not proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Facility Credit Exposure exceeding such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment and (ii) the aggregate 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 2.16), 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 Restatement Effective Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term Benchmark Loans that are Revolving Credit Loans (and for the avoidance of doubt, subject to Section 2.14, may not be incurred, maintained, or converted into RFR 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 Lender’s time exceeding the aggregate Revolving Facility Credit Commitment of 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 Revolving Facility Credit Exposure waiver of such Class exceeding Default or Event of Default in accordance with the total provisions of Section 13.1. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Facility 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 -74- (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 Classconsent 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) no more than to the Dollar Equivalent extent that the amount of $750,000,000 such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of Revolving Facility such Non-Expiring Credit Exposure Commitments, immediately prior to such reallocation the amount of Swingline Loans to be reallocated equal to such excess shall be permitted to be outstanding prior to the Spinoff Date repaid or Cash Collateralized and (y) no 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 Facility 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 made prior to reduced as agreed between the termination in full of Swingline Lender and the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts without the consent of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedany other Person.

Commitments. Subject to the terms and conditions set forth herein: (a) each Lender agrees, severally Each Stockholder agrees to act in good faith and not jointly, to make Initial Term A Loans in Dollars to satisfy its obligations under the 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 Equity Commitment (as reduced from time to time Letter delivered by such Stockholder in accordance with Section 2.08(a)); provided its terms. Parent shall not request a Stockholder to make contributions under its Equity Commitment Letter until the Requisite Stockholders have determined 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 Closing Conditions have the same terms and shall be treated been satisfied or validly waived 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,permitted hereunder. (b) each Lender agrees, severally and not jointly, The Stockholders agree to make Revolving Facility Loans exercise (or shall cause their affiliates to exercise) all of a Class in Dollars and, from and after their 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 Warrants prior to the Spinoff Date record date set in connection with the Shareholders’ Meeting, and shall contribute (yor shall cause their affiliates to contribute) no Revolving Facility Loans may be made to Parent such Company Common Shares that each receives as a result of the exercise of their Warrants to Parent immediately prior to the termination in full of Closing. Parent shall not request a Stockholder to contribute its Company Common Shares until the Initial Term A Loan Commitments Requisite Stockholders have determined that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans,Conditions have been satisfied or validly waived as permitted hereunder. (c) each Lender having an Incremental Commitment agreesImmediately prior to Closing, severally and not jointly, subject the Stockholders agree to contribute (or shall cause their affiliates to contribute) to Parent the terms and conditions Term B Notes in the principal amounts set forth in on Exhibit A hereto. Parent shall not request a Stockholder to contribute its Term B Notes until the applicable Incremental Assumption Agreement, to make Incremental Loans to Requisite Stockholders have determined that the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, andClosing Conditions have been satisfied or validly waived as permitted hereunder. (d) amounts All securities issued by Parent at the Closing shall be issued to the Stockholders pro rata in class, series and amount in accordance with each Stockholder’s Commitment set forth in Exhibit A. In exchange for its Commitment, each Stockholder shall receive the securities of Term Loans borrowed Parent listed on Exhibit A. (e) Prior to the Closing, no Stockholder shall transfer, directly or indirectly, its securities issued by Parent or its obligations and rights under Section 2.01(aits Equity Commitment Letter, other than a transfer to one or more affiliates (other than its portfolio companies) or Section 2.01(c) that are repaid or prepaid may not be reborrowedas approved by the Requisite Stockholders.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, jointly agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower in dollars from time to time during the Revolving Availability Period in an aggregate principal amount that will not exceed its then outstanding Initial Term A Loan Commitment result (as reduced from time after giving effect to time any application of proceeds of such Borrowing pursuant to Section 2.10) 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 LenderL▇▇▇▇▇’s Revolving Facility Credit Exposure of such Class exceeding such LenderL▇▇▇▇▇’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Revolving Facility Loans,. (cb) each Lender having an Incremental Commitment agrees, severally and not jointly, subject Subject to the terms and conditions set forth in the applicable Incremental Assumption Agreementherein, each Term Loan Lender severally and not jointly agrees to make Incremental Loans term loans (the “Term Loans”) to the applicable BorrowerBorrower in dollars during the Term Loan Commitment Period in up to three (3) separate Borrowings as requested by the Borrower in accordance with Section 2.3, so long as (x) each Term Loan Borrowing shall be in an a minimum amount of at least $25,000,000 (or a lesser amount equal to the remaining aggregate Unfunded Term Loan Commitments) and (y) any such requested amount does not result in (i) the principal amount of the Term Loans made by such Lender exceeding its Unfunded Term Loan Commitment (as in effect prior to such Borrowing), and (ii) the aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of all Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are made by the Lenders exceeding the total aggregate Unfunded Term Loan Commitments (as in effect prior to such Borrowing). All Unfunded Term Loan Commitments of the Lenders to make the Term Loans shall expire on the Term Loan Commitment Expiry Date. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) hereof, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during the Availability Commitment 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 at any one time outstanding which, when added to such Lender’s Revolving Percentage of Initial Term A Loansthe sum of (A) the L/C Obligations then outstanding and (B) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment and (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 the Total Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitments. During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Loans 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 Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.20. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (b) The Borrower and any one or more Lenders and/or New Lenders may from time to time after the Closing Date agree that such Lender or New Lender or Lenders or New Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1(c) or, in the case of each Lender, a Commitment Increase Supplement meeting the requirements of Section 2.1(d); provided that, (x) without the consent of the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $500,000,000, and (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $25,000,000. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (b) unless, (i) such Lender’s Revolving Facility Credit Exposure on the proposed date of the effectiveness of such Class exceeding increase, the conditions set forth in Section 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such Lender’s Revolving Facility Commitment date and executed by an authorized officer of such Class, or the Borrower and (ii) the Revolving Facility Credit Exposure Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and under Section 5.1(d). 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 that is not a Lender which, with the consent of the Borrower and the Administrative Agent unless such New Lender is an Affiliate of a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, delayed or conditioned), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of such Class exceeding Commitment increase, (ii) the total Revolving Facility aggregate amount of such Lender’s Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent, on each date upon which the Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders. (f) The Borrower shall repay all outstanding Loans on the Termination Date, it being understood and agreed that in the event that the Termination Date is extended pursuant to Section 2.1(g), the Borrower shall only be required to repay the outstanding Loans of each non-extending Lender on the then-scheduled Termination Date (determined without giving effect to such requested extension) (unless the Loans and Commitments of such Classnon-extending Lender are purchased by a replacement financial institution pursuant to Section 2.18 or otherwise assigned hereunder to a Lender which agrees to so extend the Termination Date). (g) The Termination Date with respect to the Commitments and the Loans may be extended annually, in the manner set forth in this Section 2.1(g), in each case for a period of one year measured from the Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Closing Date and not less than 30 days prior to the Termination Date then in effect (provided that the Borrower may not make more than one such request in any one year). The Administrative Agent shall promptly notify each Lender of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Administrative Agent within 10 days of receipt of such request. Subject to the execution by the Borrower, the Administrative Agent and such Lender of a duly completed Extension Agreement, the Termination Date applicable to the Commitment and the Loans of each Lender so affirmatively notifying the Borrower and the Administrative Agent shall be extended for a period of one year from the Termination Date then in effect; provided that (x) no more than the Dollar Equivalent Termination Date of $750,000,000 of Revolving Facility Credit Exposure any Lender shall be permitted extended unless Lenders having at least 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to be outstanding prior to the Spinoff Date and extend their Commitments, (y) no Revolving Facility Loans may on the date of any such extension of the Termination Date, each of the representations and warranties made by any Loan Party in the Loan Documents or any notice or certificate delivered in connection therewith shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made prior on and as of such date, except to the termination extent such representations and warranties expressly relate to an earlier date, in full which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date and (z) no Termination Date of any Lender shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Lender which does not give such notice to the Borrower and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on the then-scheduled Termination Date (determined without giving effect to such requested extension). The Borrower, at its discretion, will have the right at any time pursuant to Section 2.18 to seek a substitute Eligible Assignee for any Lender which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Lenders, but on the Termination Date as applicable to any non-extending Lender, the L/C Obligations of such non-extending Lender shall be ratably reallocated, to the extent of the Initial Term A Loan Available Commitments that are in effect on of the Closing Date. Within the foregoing limits and subject extending Lenders, to the terms and conditions set forth herein, extending Lenders (without regard to whether the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in Section 5.2 can then be satisfied) and the applicable Incremental Assumption Agreement, to make Incremental Loans Borrower shall cash collateralize the balance of such L/C Obligations in a manner reasonably satisfactory to the applicable Borrower, Administrative Agent and the Issuing Lender (but in no event in an aggregate principal amount greater than the difference, if positive, of outstanding L/C Obligations of non-extending Lenders less the amount of L/C Obligations of non-extending Lenders reallocated to extending Lenders as provided in this section). Notwithstanding anything to the contrary contained in this section, the Borrower may not to exceed its Incremental Commitment, andeffectuate an extension of the Termination Date more than two times during the term of this Agreement. (dh) amounts The provisions of Term Loans borrowed under Section 2.01(a2.1(f) or and Section 2.01(c2.1(g) that are repaid or prepaid may not be reborrowedshall supersede any contrary provisions in Section 2.13, Section 10.1 and Section 10.7 of this Agreement.

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 Eighth 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 Eighth Amendment Effective Date (other than any Lender that elects to acquire additional Initial Term Loans pursuant to the Eighth Amendment). On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (ab) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the Initial 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 not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that will not exceed its then outstanding Initial Term A Loan Commitment any of the foregoing such Revolving Credit Loans (as reduced 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 Section 2.08(a)); provided that (i) there shall be no more than three separate borrowings of Initial Term A Loansthe provisions hereof, (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 fundedD) shall have the same terms not, for any Lender at any time, after giving effect thereto 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 application of the Availability Period in an aggregate Dollar Equivalent amount that will not proceeds thereof, result in (i) such Revolving Credit Lender’s Revolving Facility 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 Lender’s time exceeding the aggregate Revolving Facility Credit Commitment of with respect to such Class, or . (iic) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted Subject to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Swingline Lender having an Incremental Commitment in its individual capacity agrees, severally at any time and not jointly, subject from time to time on and after the Closing Date and prior to the terms and conditions set forth in the applicable Incremental Assumption AgreementSwingline Maturity Date, to make Incremental Loans a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the applicable Borrower, in an aggregate principal amount which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of Section 2.1(d), (iii) shall not to exceed its Incremental at any time outstanding the Swingline Commitment, and(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) amounts 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 Term Revolving Credit Loans, in which case (i) Revolving Credit Loans borrowed under Section 2.01(aconstituting ABR Loans shall be made on the immediately succeeding Business Day (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cby 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 prepaid 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 not be reborrowedreduced 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, each of the Continuing Lenders listed on Schedule 2.1(a) agrees that the Existing Term Loans made by such Existing Lender under the Existing Credit Agreement shall remain outstanding on and after the Effective Date as “Tranche C Term Loans” made pursuant to this Agreement in the same pro rata amount of such Continuing Lenders pro rata share of the Existing Term Loans and such Existing Term Loans shall on and after the Effective Date have all of the rights and benefits of Tranche C Term Loans as set forth in this Agreement and the other Credit Documents. Subject to the terms and conditions herein set forth forth, each Lender having a Tranche C Term Loan Commitment severally agrees to make a loan or loans (each a “Tranche C Term Loan”) to the Borrower in Dollars, which Tranche C Term Loans shall not exceed for any such Lender the Tranche C Term Loan Commitment of such Lender; and Such Tranche C Term Loans (i) shall be made on the Effective Date, (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 such Tranche C Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein:, consist entirely of Tranche C 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, (iv) shall not exceed for any such Lender the Tranche C Term Loan Commitment, of such Lender and (v) shall not exceed in the aggregate the total of all Tranche C Term Loan Commitments. On the Tranche C Term Loan Maturity Date, all Tranche C Term Loans shall be repaid in full. (ai) Subject to and upon the terms and conditions herein set forth, each Lender agrees, having a US Revolving Credit Commitment severally and not jointly, agrees to make Initial Term A a loan or loans denominated in Dollars (each a “US Revolving Credit Loan” and, collectively, the “US Revolving Credit Loans” and, together with the Canadian Revolving Credit Loans, the “Revolving Credit Loans”) to the Borrower which US 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 Eurodollar Revolving Credit Loans, provided that all US Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of US 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 US Revolving Credit Exposure at such time exceeding such Lender’s US Revolving Credit Commitment 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 Lenders’ US Revolving Credit Exposures at such time exceeding the US Total Revolving Credit Commitment then in effect. (ii) Subject to and upon the terms and conditions herein set forth, each Canadian Lender having a Canadian Revolving Credit Commitment severally agrees to make a loan or loans denominated in Canadian Dollars or Dollars to the Canadian Borrower or a loan or loans denominated in Dollars to the Initial Borrower (each a “Canadian Revolving Credit Loan” and, collectively, the “Canadian Revolving Credit Loans”) which Canadian Revolving Credit 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) shall be incurred and maintained (x) as Canadian Prime Loans or BA Loans if denominated in an C$ or (y) as Cdn ABR Loans or Eurodollar Loans if denominated in US$ and made to the Canadian Borrower, or (z) as ABR Loans or Eurodollar Loans if denominated in US$ and made to the Borrower; provided that all Canadian Revolving Credit Loans made by each of the Canadian Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Canadian Revolving Credit Loans of the same Type made to the same Borrower, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for any such Canadian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Canadian Lender’s Canadian Revolving Credit Exposure allocated to the Canadian Borrower at such time exceeding such Canadian Lender’s Canadian Revolving Credit Commitment allocated to the Canadian Borrower at such time, (E) shall not, for any such Canadian Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Canadian Revolving Credit Exposure allocated to the Borrower at such time exceeding such Canadian Lender’s Canadian Revolving Credit Commitment allocated to the Borrower at such time, (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate principal amount of the Canadian Lenders’ Canadian Revolving Credit Exposures at such time exceeding the Canadian Total Revolving Credit Commitment then in effect, and (G) if made to the Canadian Borrower shall be made by a Canadian Lender that is a Canadian Resident or a permitted assignee of such Canadian Lender pursuant to Section 14.6(b)(ii). The allocation of the Canadian Total Revolving Credit Commitment as between the Borrower (the “Borrower Allocation”) on the one hand and the Canadian Borrower (the “Canadian Borrower Allocation”) on the other hand shall be fixed by the Borrower at the beginning of each calendar month by providing written notice to the Administrative Agent and the Canadian Administrative Agent (which notice must be received by each such agent prior to 10:00 a.m. (New York time), three (3) Business Days before the date on which such allocations shall be revised) specifying the revised allocation of the Canadian Total Revolving Credit Commitment as between the Borrower and the Canadian Borrower, respectively. As of the Closing Date, $0 of the Canadian Revolving Credit Commitment is allocated to the Borrower and $25,000,000 of the Canadian Revolving Credit Commitment is allocated to the Canadian Borrower. The portion of each Canadian Lender’s Canadian Revolving Credit Commitment allocated to the Borrower and the Canadian Borrower, respectively, shall be its Canadian Revolving Credit Percentage of the Borrower Allocation and the Canadian Borrower Allocation, respectively. Each Canadian Lender, if it is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code), shall designate by notice in writing to the Administrative Agent and the Canadian Administrative Agent on the Closing Date, and otherwise from time to time, a Related Affiliate of such Lender which is either a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) or is a Non-US Lender that has fulfilled the requirements in Section 5.4(b), for the purposes of making Canadian Revolving Credit Loans available to the Borrower. (iii) Each Lender may at its option make any Eurodollar 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 or the Canadian Borrower, as the case may be, to repay such Loan, (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower or the Canadian Borrower, as the case may be, 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 exceed 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) and (C) if a Eurodollar Loan is made to the Canadian Borrower, it shall be made by a Canadian Lender that is a Canadian resident or a permitted assignee of such Canadian Lender pursuant to Section 14.6(b)(ii). 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 then outstanding Initial Term A Loan Commitment (as reduced 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 accordance with Section 2.08(a)); provided that Dollars, which Swingline Loans (i) there shall be no more than three separate borrowings of Initial Term A ABR Loans, (ii) each Borrowing shall have the benefit of Initial Term A Loans the provisions of Section 2.1(d), (iii) shall reduce not exceed at any time outstanding the Initial Term A Loan Commitments 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’ US Revolving Credit Exposures at such time exceeding the US Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with Section 2.08(a) the provisions hereof. On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower, the Canadian Borrower or any Lender stating that a Default or Event of Default exists and (iii) all Initial Term A Loans (if and when funded) is continuing until such time as the Swingline Lender shall have the same terms and shall be treated as a single Class for all purposes, except that interest on each Borrowing received written notice 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) rescission of all such Lender’s Revolving Facility Credit Exposure of notices from the party or parties originally delivering such Class exceeding such Lender’s Revolving Facility Commitment of such Class, notice or (ii) the Revolving Facility Credit Exposure waiver of such Class exceeding Default or Event of Default in accordance with the total Revolving Facility Commitments provisions of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, andSection 14.1. (d) amounts On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then-outstanding Swingline Loans shall be funded with a Borrowing of Term US Revolving Credit Loans, in which case US Revolving Credit Loans borrowed under Section 2.01(aconstituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) or Section 2.01(cshall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender’s US 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 US 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 are repaid or prepaid 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 the Swingline Lender, any Mandatory Borrowing cannot for any reason be reborrowedmade 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 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 US 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 the Lender purchasing same from and after such date of purchase.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower Borrowers from time to time during the Availability Period Period, on a joint and several basis, 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing DateCommitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans,. (cb) The Borrowers may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), from time to time elect to increase the aggregate Commitments so long as, after giving effect thereto, the total amount of the aggregate Commitments does not exceed $105,000,000. The Borrowers may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing, electing in its sole discretion, to an increase in its Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or extend Commitments, provided that (i) each Lender having an Incremental Commitment agreesAugmenting Lender, severally and not jointly, shall be subject to the terms approval of the Borrowers and the Administrative Agent and (ii) the Borrowers and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify as necessary to give effect to such increase. Increases and new Commitments created pursuant to this clause (b) shall become effective on the date agreed by the Borrowers, the Administrative Agent and the relevant Increasing Lenders and Augmenting Lenders, and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Increasing Lender or Augmenting Lender), shall become effective under this Section 2.01(b) unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a responsible officer of the Borrowers. On the effective date of any increase in the applicable Incremental Assumption Agreementaggregate Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds and in the relevant currency or currencies as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make Incremental payments to such other relevant Lenders, each Lender’s portion of the aggregate outstanding Revolving Credit Exposure to equal its Pro Rata Share of the aggregate outstanding Revolving Credit Exposure and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrowers in accordance with the requirements of Section 2.03), provided, that such deemed repayment and reborrowing shall not be required in the event that each of the existing Lenders is also an Increasing Lender and the Pro Rata Share of each Lender remains the same after giving effect to such increase in the aggregate Commitments. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrowers pursuant to the applicable Borrowerprovisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. On the effective date of any increase in the aggregate Commitments, in an aggregate principal amount not each Augmenting Lender and each Increasing Lender shall be deemed a Lender for purposes of this Agreement. The Agent shall promptly distribute a revised Schedule 2.01 to exceed its Incremental Commitmentall of the Lenders, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedwhich new Schedule 2.01 shall automatically supercede any prior Schedule 2.01.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars to the 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 Primary Lender agrees, severally and not jointly, to make Revolving Facility Credit Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency to the applicable Borrower in Dollars, at any time and from time to time during on and after the Availability Period Original Closing Date and until the earlier of the Maturity Date and the termination of the Primary Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Primary Lender's Primary Commitment minus the sum of such Primary Lender's pro rata share of the aggregate principal Dollar Equivalent amount Amount of the Pounds Sterling Loans and Canadian Loans made by such Lender plus the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18, subject, however, to the condition that will not result in at no time shall (i) such Lender’s the sum of (A) the outstanding aggregate principal amount of all Revolving Facility Credit Exposure Loans made by all Primary Lenders plus the outstanding aggregate principal Dollar Equivalent Amount of such Class exceeding such Lender’s all Competitive Loans, Pounds Sterling Loans and Canadian Revolving Facility Commitment of such Class, or Credit Loans made by the Lenders exceed (ii) the Revolving Facility Credit Exposure of such Class exceeding Total Commitment. During the total Revolving Facility Commitment Period, the Borrower may use the Primary Commitments of such Class; provided that the Primary Lenders by borrowing, prepaying the Primary Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (xb) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Canadian Lender having an Incremental Commitment agrees, severally and not jointly, subject to make revolving credit loans (each, a "Canadian Revolving Credit Loan") to the terms Canadian Borrower in Canadian Dollars, at any time and conditions set forth in from time to time on and after the applicable Incremental Assumption AgreementOriginal Closing Date and until the earliest of (i) the Maturity Date, (ii) such date on which the Borrower shall fail to make Incremental Loans to own, directly or indirectly, beneficially and of record, all of the applicable Borrowercapital stock of the Canadian Borrower and (iii) the termination of the Canadian Commitment of such Canadian Lender, in an aggregate principal amount at any time outstanding not to exceed such Canadian Lender's Canadian Commitment minus the sum of such Canadian Lender's pro rata share of the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Canadian Lender's Commitment pursuant to Section 2.18, subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Canadian Revolving Credit Loans made by all Canadian Lenders plus the outstanding aggregate principal Dollar Equivalent Amount of all Primary Loans, Pounds Sterling Loans and Competitive Loans made by the Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Canadian Revolving Credit Loans made by each Canadian Lender shall equal the product of (i) the percentage that its Incremental CommitmentCanadian Commitment represents of the aggregate Canadian Commitment times (ii) the outstanding aggregate principal amount of all Canadian Revolving Credit Loans. During the Commitment Period, andthe Canadian Borrower may use the Canadian Commitments of the Canadian Lenders by borrowing, prepaying the Canadian Revolving Credit Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. (c) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Pounds Sterling Lender agrees, severally and not jointly, to make revolving credit loans (each, a "Pounds Sterling Loan") to the Borrower in U.K. Pounds Sterling, at any time and from time to time on and after the Original Closing Date and until the earlier of the Maturity Date and the termination of the Pounds Sterling Commitment of such Pounds Sterling Lender, in an aggregate principal amount at any time outstanding not to exceed such Pounds Sterling Lender's Pounds Sterling Commitment minus the sum of such Pounds Sterling Lender's pro rata share of the outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Pounds Sterling Lender's Commitment pursuant to Section 2.18, subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal Dollar Equivalent Amount of all Pounds Sterling Loans made by all Pounds Sterling Lenders plus the outstanding aggregate principal Dollar Equivalent Amount of all Primary Loans, Canadian Revolving Credit Loans and Competitive Loans made by the Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Pounds Sterling Loans made by each Pounds Sterling Lender shall equal the product of (i) the percentage that its Pounds Sterling Commitment represents of the aggregate Pounds Sterling Commitment times (ii) the outstanding aggregate principal amount of all Pounds Sterling Loans. During the Commitment Period, the Pounds Sterling Borrower may use the Pounds Sterling Commitments of the Pounds Sterling Lenders by borrowing, prepaying the Pounds Sterling Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. (d) amounts The Commitments of Term Loans borrowed under the Lenders may be terminated or reduced from time to time pursuant to Section 2.01(a) 2.12 or Section 2.01(c) that are repaid or prepaid may not be reborrowedArticle 7.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) hereof, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans (which, for the avoidance of doubt, shall be denominated in Dollars Dollars) to the Initial Borrower from time to time during the Availability Commitment 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 at any one time outstanding which, when added to such ▇▇▇▇▇▇’s Revolving Percentage of Initial Term A Loansthe L/C Obligations then outstanding, does not exceed the amount of such ▇▇▇▇▇▇’s Commitment and (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 the Total Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitments. During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Term Benchmark Loans, (or, in accordance with Section 2.12, Daily Simple SOFR Loans) or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.20. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (b) The Borrower and any one or more Lenders and/or New Lenders may from time to time after the Closing Date agree that such Lender or New Lender or Lenders or New Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.1(c) or, in the case of each Lender, a Commitment Increase Supplement meeting the requirements of Section 2.1(d); provided that, (x) without the consent of the Required Lenders, the aggregate amount of incremental Commitments established or increased after the SeventhEighth Amendment Effective Date pursuant to this paragraph shall not exceed $1,000,000,000, and (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $25,000,000. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (b) unless, (i) such Lender’s Revolving Facility Credit Exposure on the proposed date of the effectiveness of such Class exceeding increase, the conditions set forth in Section 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such Lender’s Revolving Facility Commitment date and executed by an authorized officer of such Class, or the Borrower and (ii) the Revolving Facility Credit Exposure Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and under Section 5.1(d). 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 that is not a Lender which, with the consent of the Borrower and the Administrative Agent unless such New Lender is an Affiliate of a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, delayed or conditioned), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of such Class exceeding Commitment increase, (ii) the total Revolving Facility aggregate amount of such ▇▇▇▇▇▇’s Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent, on each date upon which the Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders. (f) The Borrower shall repay all outstanding Loans on the Termination Date, it being understood and agreed that in the event that the Termination Date is extended pursuant to Section 2.1(g), the Borrower shall only be required to repay the outstanding Loans of each non-extending Lender on the then-scheduled Termination Date (determined without giving effect to such requested extension) (unless the Loans and Commitments of such Classnon-extending Lender are purchased by a replacement financial institution pursuant to Section 2.18 or otherwise assigned hereunder to a Lender which agrees to so extend the Termination Date). (g) The Termination Date with respect to the Commitments and the Loans may be extended annually, up to two times after the SeventhEighth Amendment Effective Date, in the manner set forth in this Section 2.1(g), in each case for a period of one year measured from the latest Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Closing Date and not less than 30 days prior to the latest Termination Date then in effect (provided that the Borrower may not make more than one such request in any one year). The Administrative Agent shall promptly notify each Lender of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Administrative Agent within 10 days of receipt of such request. Subject to the execution by the Borrower, the Administrative Agent and such Lender of a duly completed Extension Agreement, the Termination Date applicable to the Commitment and the Loans of each Lender so affirmatively notifying the Borrower and the Administrative Agent shall be extended for a period of one year, from the latest Termination Date then in effect; provided that (x) no more than the Dollar Equivalent Termination Date of $750,000,000 of Revolving Facility Credit Exposure any Lender shall be permitted extended unless Lenders having at least 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to be outstanding prior to the Spinoff Date and extend their Commitments, (y) no Revolving Facility Loans may on the date of any such extension of the Termination Date, each of the representations and warranties made by any Loan Party in the Loan Documents or any notice or certificate delivered in connection therewith shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made prior on and as of such date, except to the termination extent such representations and warranties expressly relate to an earlier date, in full which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date and (z) no Termination Date of any Lender shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Lender which does not give such notice to the Borrower and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on the then-scheduled Termination Date (determined without giving effect to such requested extension). The Borrower, at its discretion, will have the right at any time pursuant to Section 2.18 to seek a substitute Eligible Assignee for any Lender which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Lenders, but on the Termination Date as applicable to any non-extending Lender, the L/C Obligations of such non-extending Lender shall be ratably reallocated, to the extent of the Initial Term A Loan Available Commitments that are in effect on of the Closing Date. Within the foregoing limits and subject extending Lenders, to the terms and conditions set forth herein, extending Lenders (without regard to whether the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in Section 5.2 can then be satisfied) and the applicable Incremental Assumption Agreement, to make Incremental Loans Borrower shall cash collateralize the balance of such L/C Obligations in a manner reasonably satisfactory to the applicable Borrower, Administrative Agent and the Issuing Lender (but in no event in an aggregate principal amount not greater than the difference, if positive, of outstanding L/C Obligations of non-extending Lenders less the amount of L/C Obligations of non-extending Lenders reallocated to exceed its Incremental Commitment, andextending Lenders as provided in this section). (dh) amounts The provisions of Term Loans borrowed under Section 2.01(a2.1(f) or and Section 2.01(c2.1(g) that are repaid or prepaid may not be reborrowed.shall supersede any contrary provisions in Section 2.13, Section 10.1 and Section 10.7

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 the Total Initial Term Loan Commitment. 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 herein:in 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. (ab) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Credit Loans denominated in Dollars to the 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 applicable lending office (as reduced from time to time in accordance with Section 2.08(a)); provided that (ieach, a “Revolving Credit Loan”) 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental 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 and excluding the Business Day preceding the Revolving Credit Maturity Date, and (dB) amounts may, at the option of Term the Borrower be incurred and maintained as, and/or converted into, ABR Loans borrowed under Section 2.01(a) or Section 2.01(c) 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 (without premium or prepaid may 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) made on the Closing Date shall not be reborrowedexceed $5,000,000.

Commitments. Subject Each Fund hereby severally (and not jointly and severally) commits to purchase or cause to be purchased at or immediately prior to Closing, directly or indirectly and through one or more intermediate vehicles or Persons, on the terms and conditions set forth herein: (a) each Lender agrees, severally and not jointly, to make Initial Term A Loans in Dollars subject only to the 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, equity securities of Purchaser with a cash purchase price equal to the Borrowers may borrowamount set forth opposite such Fund’s name on Schedule A hereto (each a “Commitment Amount”, prepay and reborrow Revolving Facility Loans, the aggregate cash purchase price payable by all of the Funds collectively, the “Aggregate Commitment”). The Aggregate Commitment, together with the net proceeds of the Debt Financing, will be used, as needed, solely to (ca) fund amounts as and when required to be paid or provided, or caused to be paid or provided, by the Purchaser pursuant to Section 2.9 of the Arrangement Agreement; and (b) pay all fees and expenses required to be paid by Purchaser or any of its Affiliates at the Closing in connection with the transactions contemplated by the Arrangement Agreement (including all fees and expenses of Purchaser required to be paid for the consummation of the Arrangement) (collectively, the “Closing Payments”). Notwithstanding the foregoing, (i) the Aggregate Commitment (and, accordingly, each Lender having an Incremental Fund’s pro rata Commitment agreesAmount) to be funded pursuant to this Agreement shall be reduced, severally on a dollar-for-dollar basis, solely to the extent that the amount of the Closing Payments is less than the amount of the Aggregate Commitment plus the net proceeds of the Debt Financing, the net proceeds of any other sources of financing available to Purchaser obtained by the Purchaser after the date hereof and not jointlyprior to Closing, and freely available cash of the Company, in each case, only to the extent actually available and used to satisfy the Closing Payments, provided that (A) the transactions contemplated by the Arrangement Agreement can be consummated on the terms and subject to the terms conditions set forth therein with such reduced equity funding, (B) any such reduction shall be conditioned on the consummation of the Closing, and conditions (C) any such reduction, taken alone and not in combination with any other factors, does not cause the failure of any condition to the funding of the Debt Financing set forth in the applicable Incremental Assumption Agreement, Debt Commitment Letter and does not result in a violation of the Rollover Agreements; (ii) each Fund may allocate all or a portion of its Commitment Amount to make Incremental Loans other Persons and the Commitment Amount of such Fund hereunder will be reduced dollar-for-dollar by any amounts actually contributed to Purchaser by such other Persons and not returned or used to satisfy any other obligations other than the Closing Payments at or prior to the applicable BorrowerClosing (provided that no such allocation by any Fund shall relieve such Fund of any of its obligations to fund the unallocated portion of its Commitment Amount, on the terms and subject only to the conditions hereunder, or taken alone and not in an aggregate principal combination with any other factors, cause the failure of any condition to the funding of the Debt Financing set forth in the Debt Commitment Letter); and (iii) no Fund will have any obligation under any circumstances to contribute to, purchase equity or debt securities of, or otherwise provide funds to, Purchaser in any amount not to exceed in excess of its Incremental Commitment, and Commitment Amount (d) amounts as may be reduced in accordance with the terms of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedthis Agreement).

Commitments. Subject to the terms and conditions set forth herein: (a) herein and in the Disbursement Agreement, each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during on the Availability Period Effective Date in an aggregate principal amount that will for all such Term Loans made by such Lender equal to its Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not exceed its then outstanding Initial be reborrowed. Proceeds of the Term A Loan Commitment (Loans shall be used as reduced from time to time in accordance with contemplated by Section 2.08(a)); provided that 5.08 and shall be deposited into Company Accounts as follows: (i) there a portion thereof shall be no more than three separate borrowings deposited into the Interest Reserve Account in such amount as shall be necessary to satisfy all interest payments due and payable in respect of Initial such Term A Loans, Loans through the twelve month anniversary of the Effective Date (with the assumption that such Term Loans shall remain outstanding through such date); (ii) each Borrowing of Initial Term A Loans to the extent required by the Disbursement Agreement, a portion shall reduce be deposited into the Initial Term A Loan Commitments in accordance with Section 2.08(a) and Contingency Reserve Account; (iii) all Initial Term A Loans (if and when funded) shall have the same terms and a portion of such proceeds shall be treated as deposited into the Construction Funds Account; (iv) 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 portion of such Class exceeding such Lender’s Revolving Facility Commitment proceeds shall be deposited into the Completion Reserve Account, (v) a portion of such Classproceeds shall be deposited into the Main Cash Account, or and (iivi) the Revolving Facility Credit Exposure a portion of such Class exceeding the total Revolving Facility Commitments of such Class; provided that (x) no more than the Dollar Equivalent of $750,000,000 of Revolving Facility Credit Exposure proceeds shall be permitted to be outstanding prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full deposited into each of the Initial Term A Loan Commitments that are “Holdback Account” and the “Slot License Account” (as each is defined in effect on the Closing Date. Within Disbursement Agreement), with all such deposits being made in the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions amounts set forth in the applicable Incremental Assumption sources and uses attached hereto as Schedule 5.08(a). Amounts on deposit in the Main Cash Account shall be used in accordance with Schedule 2.01(b), and shall not exceed any limits set forth therein. All amounts deposited into Company Accounts shall be distributed and applied as required by the Disbursement Agreement and this Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts . Proceeds of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.deposited into the Contingency Reserve Account shall remain on deposit in the Contingency Reserve Account until the later of

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth herein: (a) forth, each Lender agrees, severally and not jointly, to make Initial Term A Standby Loans in Dollars to the Initial Borrower Borrowers, at any time and from time to time during on and after the Availability Period date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in Dollars or the Alternative Currency (as specified in the Standby Borrowing Requests with respect thereto), in an aggregate principal amount at any time outstanding that will not result in such Lender's Standby Loan Exposure exceeding such Lender's Commitment, subject, however, to the conditions that (i) at no time shall the aggregate Standby Loan Exposures and LC Exposures of all the Lenders exceed the Total Commitment; (ii) at no time shall the aggregate Standby Loan Exposures and LC Exposures of all the Lenders exceed the Borrowing Base then in effect; and (iii) at all times the outstanding aggregate principal amount of all Standby Loans made by each Lender shall equal such Lender's Applicable Percentage of the outstanding aggregate principal amount of all Standby Loans. Each Standby Borrowing (other than a Tranche B Borrowing) shall be made pursuant to the Lenders' Tranche A Commitments to the extent of the amount of such Tranche A Commitments that shall remain unused and available at the time of such Borrowing, and each Tranche B Borrowing and any amount of any other Standby Borrowing in excess of the Tranche A Commitments available at the time of such Borrowing shall be made pursuant to the Lenders' Tranche B/C Commitments. Each Lender's Commitment is set forth opposite its then outstanding Initial Term A Loan Commitment (as name in Schedule 2.01. The Commitments may be terminated or reduced from time to time in accordance with pursuant to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date2.11. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, pay or prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agreeshereunder, severally on and not jointlyafter the date hereof and prior to the Maturity Date, subject to the terms terms, conditions and conditions limitations set forth herein. (b) For purposes of paragraph (a) above, if the Dollar Equivalent of an outstanding Borrowing denominated in the applicable Incremental Assumption AgreementAlternative Currency, to make Incremental Loans to determined by the Administrative Agent based upon the applicable Spot Exchange Rate as of the date that is three Business Days before the end of the Interest Period with respect to such Borrowing, does not exceed by more than 5% the Assigned Dollar Value of such Borrowing, and if the entire amount of such Borrowing is to be refinanced with a new Borrowing of equivalent amount in the same currency and by the same Borrower, then such Borrowing shall continue to have the same Assigned Dollar Value as in effect prior to such refinancing. The Administrative Agent shall determine the applicable Spot Exchange Rate as of the date three Business Days before the end of an aggregate principal amount not Interest Period with respect to exceed its Incremental Commitment, and (d) amounts a Borrowing denominated in the Alternative Currency and shall promptly notify the Borrower and the Lenders whether the Dollar Equivalent of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedsuch Borrowing exceeds by more than 5% the Assigned Dollar Value thereof.

Commitments. Prior to the Effective Date, certain loans were previously made to the Company and MKE under the Original Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions set forth in this Agreement, the Company, MKE and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the conditions precedent set forth in Section 4.01 and the reallocation and other transactions described in Section 1.05, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein: (a) , each Lender agrees, severally and not jointly, agrees to make Initial Term A Loans in Dollars to the Initial Borrower Borrowers in Agreed Currencies (the “Facility”) 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 Revolving Facility Commitment Commitment. In addition, (i) the aggregate principal amount of such Class, or all Loans of all Lenders denominated in an Alternative Currency plus all other Exposure of the Lenders denominated in an Alternative Currency shall not exceed at any time the Alternative Currency Sublimit; and (ii) the Revolving Facility Credit aggregate outstanding principal amount of Loans and the LC Exposure at any time hereunder shall not exceed the lesser of such Class exceeding (A) the total Revolving Facility Commitments of 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 prior to the Spinoff Date Aggregate Commitment and (yB) no Revolving Facility Loans may be made prior to the termination Borrowing Base at such time, minus (in full the case of the Initial Term A Loan Commitments that are foregoing clause (A) or (B)) the Availability Reserves. The Availability of the Facility will be computed weekly (or, upon the continuance of an Event of Default, more often as may reasonably be requested by the Administrative Agent) on the Borrowing Base Certificate. If by reason of any subsequent appraisals or audits conducted pursuant to Section 5.04 hereof, net recovery values of Collateral have declined, the Collateral Agent shall, following such appraisals or audits, 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 Closing Effective Date)) by reducing the net recovery value of Eligible Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals or audits. Within Subject to the foregoing limits and subject to within the terms and conditions set forth hereinforegoing limits, the Borrowers may borrow, prepay repay (or prepay) and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally on and not jointlyafter the date hereof through the Availability Period, subject to the terms terms, provisions and conditions limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds the Availability at such time (in the applicable Incremental Assumption Agreementeach case, to make Incremental Loans after giving effect to the applicable Borrowerapplication of the proceeds of such Loan). For purposes of this Section, in “net recovery value” means the estimated net proceeds which could reasonably be realized from the liquidation of the Collateral under an aggregate principal amount not orderly liquidation and going-out-of-business and/or store closing sale basis, given a reasonable period of time to exceed its Incremental Commitmentfind purchaser(s), and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedwith the seller compelled to sell.

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 herein: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. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans (including any then unpaid Delayed Draw Term Loans funded hereunder pursuant to Section 2.1(b) below) shall be repaid in full in Dollars. (ab) Subject to and upon the terms and conditions herein set forth, each Lender agrees, having a Delayed Draw Term Loan Commitment severally and not jointly, agrees to make Initial Term A Loans a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Initial Borrower from time to time during after the Availability Period in an aggregate principal amount that will Closing Date until, but not exceed its then outstanding Initial including, the Delayed Draw Term A Loan Commitment (as reduced from time to time in accordance with Section 2.08(a)); provided that Termination Date, which Delayed Draw Term Loans (i) there shall be no more than three separate borrowings not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of Initial Term A Loanssuch 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 Initial Delayed Draw Term A Loans shall reduce of the Initial Term A Loan Commitments same Type and (iv) may be repaid or prepaid in accordance with Section 2.08(a) and (iii) all Initial the provisions hereof, but once repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term A 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 class of Initial Term Loans for all purposes, except that interest on each Borrowing of Initial the Delayed Draw Term A Loans shall commence to accrue from the date of funding applicable Delayed Draw Funding Date thereof,. (bc) each Lender agrees, severally Subject to 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow herein each Revolving Facility Loans, (c) each Credit Lender having an Incremental Commitment agrees, severally and not jointly, subject agrees to make Revolving Credit Loans denominated in Dollars to the terms and conditions set forth in the Borrower from its applicable Incremental Assumption Agreementlending office (each, to make Incremental Loans to the applicable Borrower, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed its Incremental at any time outstanding the amount of such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and provided that any of the foregoing such Revolving Credit Loans (dA) amounts 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 Term the Borrower be incurred and maintained as, and/or converted into, ABR Loans borrowed under Section 2.01(a) or Section 2.01(c) 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, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or prepaid may not be reborrowedpenalty) 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.

Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth: (a) i. each Revolving Loan Lender agrees, severally and not jointly, agrees to make Initial Term A Revolving Loans in Dollars to the Initial Borrower 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 to exceed its then outstanding Initial the amount of such ▇▇▇▇▇▇’s Revolving Credit Commitment; and ii. each 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, agrees to make Revolving Facility Loans of a Class in Dollars and, from and after the Spinoff Date, any Alternative Currency Term Loan 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental the amount of such ▇▇▇▇▇▇’s Term Loan Commitment. No portion of any Loan will be funded (initially or through participation, andassignment, transfer or securitization) with plan assets of any plan covered by ERISA or Section 4975 of the Internal Revenue Code if it would cause the Borrower or any Guarantor to incur any prohibited transaction excise tax penalties under Section 4975 of the Internal Revenue Code. (db) amounts Notwithstanding the foregoing: i. The aggregate principal amount of Revolving Loans outstanding at any time to the Borrower shall not exceed the Total Revolving Credit Commitment. The Revolving Credit Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and reborrow, the Revolving Loans on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. No Revolving Loans shall be advanced on the Effective Date. ii. The aggregate principal amount of the Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed.

Commitments. (a) Subject to and upon the terms and conditions herein set forth hereinforth, each RL Lender severally agrees to make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans: (ai) each Lender agrees, severally shall be made at any time and not jointly, to make Initial Term A Loans in Dollars to the Initial Borrower from time to time during on and after the Availability Period Original Effective Date and prior to such Lender’s RL Maturity 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 comprising 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 Lender at any time outstanding that aggregate principal amount that will not exceed its which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings plus (II) the aggregate outstanding principal amount of all Swingline Loans then outstanding Initial Term A outstanding, equals the Revolving Loan Commitment of such Lender at such time. (as reduced b) Subject to and upon the terms and conditions herein set forth, each Swingline Lender severally agrees, at any time and from time to time on and after the Original Effective Date and prior to such Swingline Lender’s 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 Reference Rate Loans; (ii) shall have the benefit of the provisions of Section 1.01(c); (iii) shall not exceed in the aggregate at any one time outstanding the Swingline Commitment of such Swingline Lender at such time; (iv) shall not exceed in the aggregate for all Swingline Lenders at any one time outstanding that aggregate principal amount which, when combined with the aggregate principal amount of all Revolving Loans then outstanding and all Letter of Credit Outstandings at such time, equals the Total Revolving Loan Commitment then in effect; and (v) may be repaid and reborrowed in accordance with Section 2.08(a)); the provisions hereof. On (x) the Swingline Maturity Date of each Swingline Lender, all Swingline Loans of such Swingline Lender shall be repaid in full and (y) the last Business Day of each calendar quarter, all Swingline Loans shall be repaid in full and may not be reborrowed until the next succeeding Business Day, provided that repayment of the Swingline Loans pursuant to this clause (y) shall not be required to the extent that the aggregate outstanding principal amount of Swingline Loans to be repaid is less than $10,000,000. No Swingline Lender will make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5 are not then satisfied. (c) On any Business Day, any Swingline Lender (the “Notifying SL Lender”) may, in its sole discretion, give notice to the RL Lenders that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given by each Swingline Lender and each Swingline Lender shall constitute a Notifying SL Lender upon the occurrence of an Event of Default under Section 9.05), in which case a Borrowing of Revolving Loans constituting Reference Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each RL Lender’s RL Percentage, and the proceeds thereof shall be applied directly to repay each Swingline Lender for its outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Reference Rate Loans upon one Business Day’s notice (or deemed 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 Notifying SL Lender, notwithstanding (i) there shall be no more than three separate borrowings that the amount of Initial Term A Loansthe Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) each Borrowing of Initial Term A Loans shall reduce the Initial Term A Loan Commitments whether any conditions specified in accordance with Section 2.08(a) and 5 are then satisfied, (iii) all Initial Term A Loans whether a Default or an Event of Default has occurred and is continuing, (if and when fundediv) 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, such Mandatory Borrowing and (bv) 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 RL Lender agrees, severally and not jointly(other than a Swingline Lender with respect to Swingline Loans made by it) hereby agrees that it shall forthwith purchase from each Swingline Lender (without recourse or warranty) such assignment of its outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages; provided that all interest payable on such Swingline Loans shall be for the account of the relevant Swingline Lender until the date the respective assignment is purchased and, to make Revolving Facility Loans of a Class in Dollars andthe extent attributable to the purchased assignment, shall be payable to the RL Lender purchasing same 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 date of such Class exceeding such Lender’s Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Loans to the applicable Borrower, in an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowedpurchase.

Commitments. (a) Subject to the terms and conditions set forth herein: (a) hereof, each Lender agrees, Bank severally and not jointly, agrees to make Initial Term A Revolving Credit Loans in Dollars to the Initial Borrower Company from time to time during the Availability Commitment Period in an aggregate principal amount that will at any one time outstanding not to exceed its the amount of such Bank's Commitment MINUS such Bank's Commitment Percentage of the aggregate principal amount of the Swing Line Loans then outstanding Initial Term A Loan outstanding. Notwithstanding anything to the contrary contained in this subsection 2.1, at no time shall the Aggregate Outstanding Extensions of Credit of all Banks exceed the Aggregate Commitment. During the Commitment (as reduced from time to time Period the Company may borrow, pay or prepay and reborrow hereunder, all 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 Revolving Facility Commitment of such Class, or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of 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 prior to the Spinoff Date and (y) no Revolving Facility Loans may be made prior to the termination in full of the Initial Term A Loan Commitments that are in effect on the Closing Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, (c) each Lender having an Incremental Commitment agrees, severally and not jointly, subject to the terms and conditions set forth in this Agreement. (b) The Revolving Credit Loans may from time to time be Eurodollar Revolving Credit Loans and/or Base Rate Loans, as determined by the applicable Incremental Assumption Company and notified to the Administrative Agent in accordance with subsections 2.2 and 2.10, PROVIDED that no Loan shall be made as a Eurodollar Revolving Credit Loan after the day that is one month prior to the Termination Date. (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may request from time to time that the Aggregate Facilities Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that (A) the Company may only request such an increase once in any six-month period and in no event shall the Aggregate Facilities Commitment exceed $10,000,000,000 and (B) the Aggregate Commitment and the 364-Day Aggregate Commitment, if the 364-Day Credit Agreement is in effect, shall be increased pro rata as a result of any such request. Such increase in the Aggregate Commitment shall be effected as follows: the Company may (I) request one or more of the Banks to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Bank or Banks) and/or (II) arrange for one or more banks or financial institutions not a party hereto (an "OTHER BANK") to become parties to and lenders under this Agreement, PROVIDED that (w) the Agent shall have approved such Other Bank, which approval shall not be unreasonably withheld, (x) the minimum Commitment of such Other Bank equals or exceeds $15,000,000, (y) after giving effect to such increase, no Bank shall have a Commitment hereunder which exceeds an amount equal to 20% of the Aggregate Commitment and (z) each Bank (including each Increasing Bank and Additional Bank) shall commit to make Incremental Loans loans PRO RATA pursuant to this Agreement and the 364-Day Credit Agreement, if such agreement is in effect. In no event may any Bank's Commitment be increased without the prior written consent of such Bank, and the failure of any Bank to respond to the applicable Borrower, in Company's request for an aggregate principal amount not to exceed its Incremental Commitment, and (d) amounts increase shall be deemed a rejection by such Bank of Term Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid the Company's request. The Aggregate Commitment may not be reborrowedincreased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing, or either of the Company's LT Ratings from Moody's or S&P are less than A3 or A-, respectively. Upon any request by the Company to increase the Aggregate Commitment hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Bank shall have any obligation whatsoever to increase the amount of its Commitment, and each Bank may at its option, unconditionally and without cause, decline to increase its Commitment. (ii) If any Bank is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such a Bank hereinafter referred to as an "INCREASING BANK"), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a "COMMITMENT INCREASE SUPPLEMENT"), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Bank. Upon the effectiveness of such Increasing Bank's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased Commitment of such Increasing Bank. Any Other Bank which is willing to become a party hereto and a lender hereunder and that has been approved by the Agent (which approval shall not be unreasonably withheld) shall enter into a written agreement with the Company and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an "ADDITIONAL BANK AGREEMENT"), which agreement shall specify, among other things, its Commitment hereunder. When such Other Bank becomes a Bank hereunder as set forth in the Additional Bank Agreement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Commitment of such Other Bank. Upon the execution by the Administrative Agent, the Company and such Other Bank of such Additional Bank Agreement, such Other Bank shall become and be deemed a party hereto and a "Bank" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Banks set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Bank Agreement. Each Other Bank which executes and delivers an Additional Bank Agreement and becomes a party hereto and a "Bank" hereunder pursuant to such Additional Bank Agreement is hereinafter referred to as an "ADDITIONAL BANK." (iii) In no event shall an increase in a Bank's Commitment or the Commitment of an Other Bank pursuant to this subsection 2.1(c) become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Company, addressed to the Banks, with respect to the matters set forth in paragraphs 2 and 3 of Exhibit B-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the Aggregate Commitment resulting from the increase in such Bank's Commitment or the extension of a Commitment by such Other Bank. In no event shall an increase in a Bank's Commitment or the Commitment of an Other Bank which results in the Aggregate Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Concurrently with the execution by an Increasing Bank of a Commitment Increase Supplement or by an Additional Bank of an Additional Bank Agreement, the Company shall make such borrowing from such Increasing Bank or Additional Bank, and/or shall make such prepayment of outstanding Revolving Credit Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Credit Loans owing to each Bank (including each such Increasing Bank and Additional Bank) to be proportional to such Bank's share of the Aggregate Commitment after giving effect to any increase thereof. The Company agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense incurred as a result of any such prepayment in accordance with subsection 2.20, as applicable. (iv) No Other Bank may become an Additional Bank unless the Administrative Agent and the Company consent (which consent of the Administrative Agent shall not be unreasonably withheld) thereto by executing the Additional Bank Agreement signed by such bank or financial institution (or counterparts thereof), but no consent of any of the other Banks hereunder shall be required therefor. In no event shall the Commitment of any Bank be increased by reason of any bank or financial institution becoming an Additional Bank, or otherwise, but the Aggregate Commitment shall be increased by the amount of each Additional Bank's Commitment. Upon any Bank entering into a Commitment Increase Supplement or any Additional Bank becoming a party hereto, the Administrative Agent shall notify each other Bank thereof and shall deliver to each Bank a copy of the Additional Bank Agreement executed by such Additional Bank and the Commitment Increase Supplement executed by such Increasing Bank. (v) Notwithstanding anything to the contrary contained in this Agreement, the Aggregate Commitment shall be increased as a result of an increase in the 364-Day Aggregate Commitment pursuant to subsection 2.1(c)(i) of the 364-Day Credit Agreement. Any such increase in the Aggregate Commitment shall be made in accordance with the requirements of this subsection 2.1(c).