Common use of Commitments Clause in Contracts

Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Aa) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (Bb) the Dollar Amount sum of the total Revolving Loans in Alternative Currencies Credit Exposures exceeding the Alternative Currency Revolving Sublimit. During Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Revolving Commitment Period Restatement Effective Date, certain revolving loans were previously made to the Borrower may use under the Revolving Commitments by borrowingExisting Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with (y) subject to the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orset forth in this Agreement, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified each of the Lenders agree that on the Restatement Effective Date but subject to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments satisfaction of the Revolving Lenders are several reallocation and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existstransactions described in Section 1.06, each Borrowing of Revolving the Existing Loans shall be made pro rata across reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each ClassLender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (i) each Construction Lender agrees (i) to make base tranche loans (the “Base Tranche Loans”) and expansion tranche loans (the “Expansion Tranche Loans”, and together with the Base Tranche Loans, the “Construction Loans”) to the Borrower, in each case from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) applicable Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Base Tranche Loans exceeding such Lender’s Revolving Base Tranche Commitment, (B) such Lender’s Expansion Tranche Loans exceeding such Lender’s Expansion Tranche Commitment or (C) the aggregate amount of all Construction Loans exceeding the total Construction Commitments, (ii) each Vista Expansion Lender agrees to make Vista Expansion loans (the “Vista Expansion Loans”) to the Borrower, in each case from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (A) such Lender’s Vista Expansion Loans exceeding such Lender’s Vista Expansion Commitment or (B) the Dollar Amount aggregate amount of Revolving all Vista Expansion Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During total Vista Expansion Commitments, and (iii) to make term loans (the Revolving Commitment Period “Term Loans”) to the Borrower may use on the Revolving Commitments by borrowing, prepaying the Revolving Term Conversion Date in an amount that will not result in (A) such Lenders’ Term Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving exceeding such Lender’s failure to make Revolving Term Commitment or (B) the aggregate amount of all Term Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classexceeding the total Term Commitments.

Commitments. (a) Subject On the Initial Effective Date, each of the Existing Lenders (including each Exiting Lender) hereby sells, assigns, transfers and conveys to the terms Continuing Lenders and conditions hereofIncremental Lenders, from time to time during and each of the Revolving Commitment PeriodContinuing Lenders and Incremental Lenders hereunder hereby purchases and accepts, each Revolving Lender severally agrees to make so much of the aggregate Commitments under, and Loans and participations in Letters of Credit and Swingline Loans outstanding under, the Credit Agreement such that, immediately after giving effect to the Borrower revolving credit loans denominated effectiveness of this Agreement, the relevant Commitments (as defined in Dollars or an Alternative Currency the Credit Agreement) of each Continuing Lender and Incremental Lender shall be as set forth on Schedule 2 attached hereto (“Revolving Loans”) in an aggregate principal amount it being understood that will not result at the time if any Letters of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit and Swingline Loans are outstanding under the Revolving Commitments exceeding Credit Agreement as of the Initial Effective Date, then each of the Continuing Lenders and Incremental Lenders shall have purchased and accepted from the Existing Lenders, a participation in such Lender’s Revolving Commitment outstanding Letters of Credit and Swingline Loans based on its respective Applicable Percentage). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent, any L/C Issuer or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowingany Existing Lender as to title, prepaying the Revolving Loans enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, and reborrowingother than the warranty of any such Existing Lender that it has not previously sold, all in accordance with the terms and conditions hereoftransferred, conveyed or encumbered such interests. The Revolving Loans may from time Continuing Lenders and Incremental Lenders shall, if appropriate, make all appropriate adjustments in payments under the Credit Agreement, the Notes and the other Loan Documents for periods prior to time the adjustment date among themselves. In furtherance of the foregoing, (a) the Administrative Agent hereby waives the payment of any fee pursuant to Section 10.06(b)(iv) of the Credit Agreement solely with respect to the assignments set forth in this Section 2(a), (b) the Administrative Agent, the Borrower, each L/C Issuer and the Swing Line Lender each hereby consents to the assignments set forth in this Section 2(a) and (c) each Lender (including each Exiting Lender) hereby waives any costs required to be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined paid by the Borrower and notified pursuant to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments Section 3.05 of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans Credit Agreement solely as required. When more than one Class a result of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classthe assignments set forth in this Section 2(a).

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Notwithstanding the foregoing, the aggregate principal amount of Loans outstanding at any time to the time Borrowers shall not exceed (1) the lesser of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or and (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding Borrowing Base minus (2) the Alternative Currency Revolving SublimitLC Exposure at such time. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partThe Borrowing Base will be computed with such frequency as shall be required pursuant to Section 5.01(j) hereof, and reborrowing, all in accordance with a compliance certificate from a Financial Officer of the terms and conditions hereof. The Revolving Loans may from time to time Borrowers presenting its computation will be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified delivered to the Administrative Agent in accordance with Sections 2.03 Section 5.01(j) hereof. The Net Orderly Liquidation Value of Eligible Inventory and 2.05Eligible LC Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. Each If by reason of any subsequent appraisals conducted pursuant to Section 5.04, Net Orderly Liquidation Values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the Net Orderly Liquidation Value of Eligible Inventory and/or Eligible LC Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by hereunder if the Revolving Lenders thereunder ratably amount thereof exceeds Availability at such time (in accordance with their respective Revolving Commitments. The failure of any Revolving Lender each case, after giving effect to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments application of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class proceeds of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classsuch Loan).

Commitments. (a) (1) Subject to and upon the terms and conditions hereof, from time to time during the Revolving Commitment Periodherein set forth, each Revolving Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower revolving credit loans denominated Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in Dollars the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an Alternative Currency (“Revolving LoansDelayed Draw Term Loan”) to the Borrowers at any time after the Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in an the aggregate principal amount that will shall not result exceed $1,425,000,000. Term Loans may at the time option of such the Borrowers be incurred and maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in (ASection 5.1(b)) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, (iv) shall not exceed in the case of Revolving Loans in Dollars, ABR Loansaggregate the Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as determined by applicable. On the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Initial Term Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existsMaturity Date, each Borrowing of Revolving all then unpaid Initial Term Loans shall be made pro rata across each Classrepaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Period, (i) each Revolving A Lender severally agrees to make to the Borrower revolving credit loans Revolving A Loans denominated in Dollars or an Alternative Currency (“to the Borrower or, if applicable, any Additional Borrower as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Loans”) Availability Period, in an aggregate principal amount Outstanding Amount that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such A Lender’s Revolving A Exposure exceeding such Revolving A Lender’s Revolving A Commitment or (B) the Dollar aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit and (ii) each Revolving B Lender severally agrees to make Revolving B Loans denominated in Dollars or an Alternative Currency to the Borrower or, if applicable, an Additional Borrower, as elected by the Borrower pursuant to Section 2.03 from time to time, on any Business Day during the Revolving Availability Period, in an aggregate Outstanding Amount that will not result in such Revolving B Lender’s Revolving B Exposure exceeding such Revolving B Lender’s Revolving B Commitment or the aggregate Outstanding Amount of Revolving Loans denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. During Within the limits of each Revolving Commitment Period the Borrower may use the Lender’s Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partCommitment, and reborrowing, all in accordance with subject to the other terms and conditions hereof, the Borrower may borrow, prepay, and reborrow Revolving Loans. The Revolving Loans denominated in Dollars may from time to time be ABR Loans or Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower further provided herein, and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably denominated in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to Alternative Currencies must be made by it shall not relieve any other Revolving Lender of its obligations hereunder; Eurocurrency Loans, as further provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classherein.

Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Periodof this Agreement, each Revolving Lender severally agrees to make advances to the Borrower revolving credit loans denominated in US Dollars or an in one or more Alternative Currency (“Revolving Loans”) Currencies from time to time, subject to the 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 result at exceeding the time of such Borrowing in (A) the Dollar Amount amount of such Lender’s Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Credit Loan 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 Lender’s Commitment, (ii) the Loan (inclusive of such Lender’s obligation to make advances under the Revolving Commitments exceeding Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Revolving Commitment or Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment and (Biii) the Dollar Amount of Revolving Loans Loan and L/C Obligations denominated in Alternative Currencies exceeding shall not exceed the Alternative Currency Revolving Sublimit, and (b) the Total Outstandings shall not at any time exceed the aggregate Commitments. During Subject to the Revolving Commitment Period foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may use 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 Commitments by borrowing, prepaying Loan or Convert Balances established under the Revolving Loans 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 whole or in partthis Agreement, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans Borrower may from time to time request, and Bank of America may in its discretion from time to time advance in US Dollars (but shall in no event be Eurocurrency Loans orobligated 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 twenty million US Dollars ($20,000,000) 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 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 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, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the 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 precedent shall not apply to this sentence), to make an advance under the Revolving Loan, in the case form of Revolving Loans a Base Rate Balance, in Dollarsan amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, ABR Loans, as determined by and the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan proceeds of such advance under the Revolving Commitments Loan shall be made as part of a Borrowing consisting of Revolving Loans made promptly paid by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure Agent to Bank of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments America and applied as a repayment of the Revolving Lenders are several aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and no Revolving 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, 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 Balance under the Loan advanced by each Lender shall be responsible for any other Revolving established and maintained at such Lender’s failure to make Revolving Loans as required. When more than one Class Applicable Lending Office for such Type of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassBalance.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees (a) to make a Term A USD Loan in Dollars to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term A USD Commitment, (b) to make a Term A EUR Loan in Euros to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term A EUR Commitment, (c) to make Term B USD Loans in Dollars to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term B USD Commitment, (d) to make Term B EUR Loans in Euro to the Parent Borrower on the Restatement Effective Date in an aggregate principal amount not exceeding its Term B EUR Commitment and (e) to make USD/Multicurrency Revolving Loans in Dollars or Alternative Currencies to the Parent Borrower, the Dutch Borrower and any Additional Borrowers from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) the Dollar Amount Equivalent of such Lender’s Outstanding USD/Multicurrency Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s USD/Multicurrency Revolving Commitment, (ii) the aggregate Dollar Equivalent of the USD/Multicurrency Revolving Exposure of all Lenders exceeding the aggregate USD/Multicurrency Revolving Commitment of all Lenders or (Biii) the Dollar Amount Equivalent of the aggregate Multicurrency Revolving Loans in Alternative Currencies Exposure exceeding the Alternative Currency Multicurrency Revolving Sublimit. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, reborrowed. Notwithstanding anything herein or in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified any other Loan Document to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under contrary, (i) the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments proceeds of the Revolving Lenders are several Loans incurred by the Dutch Borrower will be made available solely to and no Revolving Lender shall be responsible for received solely by the Dutch Borrower, (ii) the Dutch Borrower will not, and will not have any obligation to, guarantee the Obligations of the Parent Borrower, the Guarantors or any other Revolving Lender’s failure obligor under the Loan Documents and (iii) the Dutch Borrower will not, and will not have any obligation to, pledge or otherwise xxxxx x Xxxx on any of its assets with respect to make Revolving any of the Obligations (including with respect to any Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classto the Dutch Borrower).

Commitments. (a) Prior to the Effective Date, to the extent any loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement, such outstanding loans shall be hereinafter referred to as the “Existing Loans”. Subject to the terms and conditions hereofset forth in this Agreement, the Borrower, Holdings 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 1.06, the Existing Loans (if any) shall, as of the Effective Date, be reevidenced as Loans of the applicable Class 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 Dollar Tranche Lender (severally and not jointly) agrees to make Dollar Tranche Revolving Loans to the Borrower in Dollars from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) such Lender’s Dollar Tranche Revolving Credit Exposure exceeding such Lender’s Dollar Tranche Commitment or (ii) the sum of the total Dollar Tranche Revolving Credit Exposures exceeding the aggregate Dollar Tranche Commitments and (b) each Multicurrency Tranche Lender (severally and not jointly) agrees to make Multicurrency Tranche Revolving Loans to the Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Outstanding Multicurrency Tranche Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or Multicurrency Tranche Commitment, (Bii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Multicurrency Tranche Revolving Credit Exposures exceeding the aggregate Multicurrency Tranche Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Multicurrency Tranche Revolving Loans and Multicurrency Tranche LC Exposure, in Alternative Currencies each case denominated in Foreign Currencies, exceeding the Alternative Foreign Currency Revolving Sublimit. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The set forth herein, the Borrower may borrow, prepay and reborrow Dollar Tranche Revolving Loans may from time to time be Eurocurrency Loans or, in the case of and Multicurrency Tranche Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.

Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Commitment; provided that no Revolving Loans in Alternative Currencies exceeding and Swing Line Loans shall be permitted to be borrowed on the Alternative Currency Revolving SublimitClosing Date other than up to $25,000,000 aggregate principal amount to fund ordinary course working capital needs of the Borrower and its Restricted Subsidiaries. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Eurodollar Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees (a) (i) if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund an Initial Term Loan on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement or (ii) otherwise, to make an Initial Term Loan to the Borrower on the Closing Date, in either case, in a principal amount equal to but not exceeding its Initial Term Commitment and (b) (i) if the Escrow Funding is to occur on the Escrow Funding Date in accordance with Section 2.24(a), to fund a Revolving Loan on the Escrow Funding Date for deposit in the Escrow Account pursuant to the Escrow Agreement and (ii) to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Availability Period, in each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) case, in an aggregate principal amount that that, in each case after giving effect to any simultaneous reduction of Revolving Exposure due to any application of proceeds from such Revolving Loans, will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Aggregate Revolving Loans in Alternative Currencies Exposure exceeding the Alternative Currency Aggregate Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Commitment; provided that Revolving Loans may from time be funded on the Escrow Funding Date or borrowed on the Closing Date, as the case may be, only to time be Eurocurrency the extent that, after giving effect to the funding or borrowing of such Loans and the use of proceeds thereof, Unrestricted Cash shall not exceed (or, in the case of Revolving Loans in Dollarsfunded on the Escrow Funding Date, ABR Loansbe projected to exceed) $25,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, as determined by the Borrower may borrow, prepay and notified to the Administrative Agent reborrow Revolving Loans; provided that amounts repaid in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting respect of Revolving Loans made by the Revolving Lenders thereunder ratably as a result of an Escrow Release Repayment may not be reborrowed. Amounts repaid or prepaid in accordance with their respective Revolving Commitments. The failure respect of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender Term Loans (including in respect of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Initial Term Loans as required. When more than one Class a result of Revolving Loans exists, each Borrowing of Revolving Loans shall an Escrow Release Repayment) may not be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees (a) to make a Tranche A Term Loan denominated in dollars to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Term Commitment, (b) to make a Tranche B Term Loan denominated in dollars to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Term Commitment, (c) to make Revolving Loans denominated in dollars to the Borrower from time to time time, in each case during the Revolving Commitment Availability Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Dollar Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Dollar Revolving Commitment or the Aggregate Dollar Revolving Exposure exceeding the Aggregate Dollar Revolving Commitment and (Bd) the Dollar Amount of to make Revolving Loans denominated in Alternative Currencies exceeding the Alternative dollars or in any Permitted Foreign Currency Revolving Sublimit. During the Revolving Commitment Period to the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans ortime, in each case during the Revolving Availability Period, in an aggregate principal amount that will not result in such Lender’s Multi-Currency Revolving Exposure exceeding such Lender’s Multi-Currency Revolving Commitment or the Aggregate Multi-Currency Revolving Exposure exceeding the Aggregate Multi-Currency Revolving Commitment; provided that in the case of Revolving Loans in Dollarsclauses (c) and (d) above, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting aggregate principal amount of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it the Borrower on the Effective Date shall not relieve any other exceed $50,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Lender Loans. Amounts repaid or prepaid in respect of its obligations hereunder; provided Term Loans may not be reborrowed. Notwithstanding anything to the contrary contained herein, the funded portion of each (i) Tranche A Term Loan (i.e., the amount advanced in cash to the Borrower on the Effective Date) shall be equal to 99.50% to 99.75% (as separately agreed between the Borrower and the Administrative Agent) of the principal amount of such Tranche A Term Loan (it being agreed that the Revolving Commitments Borrower shall be obligated to repay 100.00% of the Revolving Lenders are several principal amount of each such Tranche A Term Loan, the Tranche A Term Loans shall amortize based on 100.00% of the principal amount of each Tranche A Term Loan and no Revolving Lender interest shall accrue on 100.00% of the principal amount of each such Tranche A Term Loan, in each case as provided herein) and (ii) Tranche B Term Loan (i.e., the amount advanced in cash to the Borrower on the Effective Date) shall be responsible for any other Revolving Lender’s failure equal to make Revolving Loans as required. When more than one Class 99.75% of Revolving Loans existsthe principal amount of such Tranche B Term Loan (it being agreed that the Borrower shall be obligated to repay 100.00% of the principal amount of each such Tranche B Term Loan, each Borrowing of Revolving the Tranche B Term Loans shall be made pro rata across amortize based on 100.00% of the principal amount of each ClassTranche B Term Loan and interest shall accrue on 100.00% of the principal amount of each such Tranche B Term Loan, in each case as provided herein).

Commitments. (a) Subject to the terms and conditions hereofhereof and in the Orders, each Lender agrees to (i) following the Interim Order Entry Date and upon the satisfaction of the conditions to Borrowing set forth in Sections 3.1 and 3.4, make a term loan to the Borrower in a single Borrowing on the Closing Date in a principal amount in Dollars not to exceed such Lender’s Initial Commitment (the “Initial Loan”), (ii) upon the satisfaction of the conditions to Borrowing set forth in Sections 3.2 and 3.4, make a term loan to the Borrower in a single Borrowing, on the sixth (6th) Business Day following the Final Order Deadline, unless the Final Order Entry Date has occurred prior to such sixth (6th) Business Day, in a principal amount in Dollars not to exceed such Lender’s Supplemental Initial Commitment (the “Supplemental Initial Loan”) and (iii) following the Final Order Entry Date and upon the satisfaction of the conditions to Borrowing set forth in Sections 3.3 and 3.4, to make additional delayed draw term loans to the Borrower from time to time during the Revolving period commencing on the Final Order Entry Date and ending on the Delayed Draw Commitment PeriodTermination Date (but in any event, each Revolving Lender severally agrees to make to not more frequently than once per week) (the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Delayed Draw Loans”) in an aggregate principal amount that will for all such Borrowings under this clause (iii) not result at the time of such Borrowing in (A) the Dollar Amount of to exceed such Lender’s Outstanding Revolving Credit under Delayed Draw Commitment. Following the Revolving Commitments exceeding making of the Initial Loan by a Lender, the Initial Commitment of such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partLender shall terminate, and reborrowingfollowing the making of the Supplemental Initial Loan by a Lender, all in accordance with the terms and conditions hereofSupplemental Initial Commitment of such Lender shall terminate. The Revolving Loans may from time to time be Eurocurrency Loans or, in Following the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure making of any Revolving Lender to make any Revolving Loan required to be made Delayed Draw Loans by it shall not relieve any other Revolving Lender a Lender, the Delayed Draw Commitment of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving such Lender shall be responsible for any other Revolving reduced by the amount of such Delayed Draw Loans so made. To the extent not terminated earlier, each Lender’s failure to make Revolving Loans as requiredSupplemental Initial Commitment and Delayed Draw Commitment shall terminate immediately and without further action on the Termination Date. When more than one Class of Revolving Loans existsOnce funded, each Borrowing of Revolving Loans Initial Loan, Supplemental Initial Loan and Delayed Draw Loan shall be made pro rata across each Classa “Loan”, a “New-Money Loan” and a “Term Loan” for all purposes under this Agreement and the other Credit Documents. Amounts borrowed, deemed borrowed or exchanged under ‎Section 2.1(a) and repaid or prepaid may not be reborrowed.

Commitments. (a) Subject On and subject to the terms and conditions hereofset forth herein, (a) each Lender severally agrees to make loans (each such loan, a “Loan”) to Alterra Capital, Alterra Bermuda, and, upon satisfaction of the conditions in Section 2.14, each Designated Borrower, in Dollars from time to time, on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as such Borrower may from time to time request, (b) each Lender that is not a Participating Bank severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of Alterra Capital, Alterra Bermuda (or at the request of Alterra Bermuda for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower), and, upon satisfaction of the conditions in Section 2.14, each Designated Borrower, from time to time during the Revolving Commitment Period, Availability Period and each Revolving Lender Participating Bank Issuer hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus its Participating Bank’s Applicable Percentage and each Participating Bank hereby agrees to make to purchase a risk participation in the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) obligations of such Participating Bank Issuer under any such Several Letter of Credit in an aggregate principal amount that will not result equal to such Participating Bank’s Applicable Percentage, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of Alterra Capital, Alterra Bermuda (or at the time request of such Borrowing in (AAlterra Bermuda for the account of any Insurance Subsidiary of Alterra Capital which is not a Borrower) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowingand each Designated Borrower, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, during the Availability Period and each Lender agrees to purchase risk participations in the case obligations of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan Fronting Bank under the Revolving Commitments shall be made Fronted Letters of Credit as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably more fully set forth in accordance with their respective Revolving Commitments. The failure of Section 2.03; provided, that after giving effect to any Revolving Lender Credit Extension pursuant to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.this Section 2.01,

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (a) each Lender severally agrees to make Revolving Loans in Dollars or in an Alternative Currency to the Borrowers from time to time on any Business Day during the Revolving Availability Period in such Lender's Applicable Percentage of such aggregate amount as the Borrower may from time to time request, (b) each Lender severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Syndicated Letters of Credit at the request of and for the account of any Borrower or any Eligible Affiliate from time to time during the Revolving Commitment Availability Period, (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account any Borrower or any Eligible Affiliate from time to time during the Revolving Availability Period and each Revolving Lender severally agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in SECTION 3.03, and (d) the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Borrowers from time to time on any Business Day during the Revolving Loans”) Availability Period in an aggregate principal amount that will not result at to exceed the time Swingline Sublimit; provided, however, that, in each case, after giving effect to any Credit Extension (including any concurrent repayment of Swingline Loans with proceeds of such Borrowing in Credit Extension), (Ai) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or Credit Exposure shall not exceed such Lender’s Commitment, (Bii) the Dollar Amount total Revolving Credit Exposures shall not exceed the Aggregate Commitments, and (iii) the aggregate LC Obligations with respect to Fronted Letters of Revolving Loans in Alternative Currencies exceeding Credit shall not exceed the Alternative Currency Revolving Fronted Letter of Credit Sublimit. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, XXXXX Loans, Term SOFR Loans or Eurocurrency Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; further provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classherein.

Commitments. (a) Subject Tranche A Commitment. Upon and subject to the terms and conditions hereof, (i) each Fronting Bank (subject to the definition thereof) hereby agrees to issue Tranche A Fronted Letters of Credit in Dollars or an Alternative Currency at the request of and for the account of each Tranche A Designated Subsidiary Borrower from time to time during the Revolving Commitment Availability Period, (ii) each Revolving Tranche A Lender severally that is not a Participating Bank hereby agrees to make to the Borrower revolving credit loans denominated issue Tranche A Several Letters of Credit in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the request of and for the account of each Tranche A Designated Subsidiary Borrower from time of such Borrowing to time during the Availability Period in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding Applicable Percentage of such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the aggregate stated amounts as such Tranche A Designated Subsidiary Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orrequest, (iii) each Tranche A Lender hereby agrees to purchase risk participations in the case obligations of Revolving Loans the issuing Fronting Bank under Tranche A Fronted Letters of Credit in Dollarsan amount equal of such Tranche A Lender’s Applicable Percentage of such obligations, ABR Loansand (iv) subject to receipt, as determined if applicable, of an agreement referenced in Section 2.03(a)(iii)(E)(2), with respect to Tranche A Several Letters of Credit, the applicable Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus each Participating Bank’s Applicable Percentage of the amount of such Several Letter of Credit and each Participating Bank hereby agrees to purchase risk participations in the obligations of such Fronting Bank under any such Tranche A Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage of such obligations; provided, however, that after giving effect to any Credit Extension pursuant to this Section 2.01(a), (A) the Outstanding Amount of Tranche A L/C Obligations shall not exceed the combined Tranche A Commitments, (B) the Outstanding Amount of Tranche A L/C Obligations of any Tranche A Designated Subsidiary Borrower shall not exceed such Tranche A Designated Subsidiary Borrower’s Borrowing Base, (C) the Outstanding Amount of Tranche A L/C Obligations of any Tranche A Lender will not exceed such Lender’s Tranche A Commitment, (D) the total outstanding stated amount of Fronted Letters of Credit shall not exceed the Fronted Letter of Credit Sublimit and (E) prior to and until the date that AGRL shall have achieved a Financial Strength Rating from A.M. Best of at least A- or from S&P of at least A (the “AGRL Ratings Requirement”), the Outstanding Amount of Tranche A L/C Obligations of AGRL shall not exceed $50,000,000 (the “AGRL Sublimit”); provided, that the AGRL Sublimit may be increased with the written consent of the Administrative Agent and the Required Lenders; provided, further, that for any such increase which results in an AGRL Sublimit of $100,000,000 or less, such an increase approved by the Borrower and notified Administrative Agent in writing shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted notice of such proposed increase to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent in accordance with Sections 2.03 and 2.05written notice that such Required Lenders object to such increase. Each Revolving Loan under For the Revolving Commitments shall be made as part avoidance of a Borrowing consisting of Revolving Loans made by doubt, the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it AGRL Sublimit shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments apply upon achievement by AGRL of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassAGRL Ratings Requirement.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (a) each NAIC Tranche Lender agrees to make NAIC Tranche Loans in Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) the Dollar Amount of such Lender’s Outstanding Revolving NAIC Tranche Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment NAIC Tranche Commitment, (ii) the total NAIC Tranche Credit Exposures exceeding the total NAIC Tranche Commitments or (Biii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency exceeding the Foreign Currency Sublimit Dollar Amount of Revolving and (b) each Non-NAIC Tranche Lender agrees to make Non-NAIC Tranche Loans in Alternative Currencies Dollars or in any Agreed Foreign Currency to one or more of the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Non-NAIC Tranche Credit Exposure exceeding such Lender’s Non-NAIC Tranche Commitment, (ii) the total Non-NAIC Tranche Credit Exposures exceeding the Alternative total Non-NAIC Tranche Commitments or (iii) the Dollar Equivalent of the total Credit Exposure (net of any amounts Cash Collateralized with respect thereto) denominated in an Agreed Foreign Currency Revolving Sublimitexceeding the Foreign Currency Sublimit Dollar Amount. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existsset forth herein, each Borrowing of Revolving Borrower may borrow, prepay and reborrow Loans shall be made pro rata across under each ClassTranche.

Commitments. (a) Subject The Lender Schedule attached as Schedule II to the terms Original Agreement is hereby amended in its entirety to read as set forth on Schedule II attached hereto. In connection therewith, Borrower, Administrative Agent and conditions Lenders shall make adjustments to the Outstanding Amount of Loans and LC Obligations owing to each Lender (but not any interest accrued thereon prior to the date hereof or any accrued commitment or letter of credit fees under the Credit Agreement prior to the date hereof), including the borrowing of additional Loans and the repayment of Loans plus all applicable accrued interest, fees and expenses as shall be necessary to repay in full all Exiting Lenders, and to provide for Loans and LC Obligations owing to each Lender in the amount of its Percentage Share of all Loans and LC Obligations as of the date hereof, from time and each Lender shall be deemed to time during have made an assignment of its Commitment and outstanding Loans and LC Obligations owing to such Lender, and assumed Commitments and outstanding Loans and LC Obligations owing to other Lenders, as may be necessary to effect the Revolving Commitment Periodforegoing, but in no event shall any such adjustment of any Eurodollar Loans (i) constitute a payment or prepayment of all or a portion of any Eurodollar Loans or (ii) entitle any Lender to any reimbursement under Section 3.7 of the Credit Agreement. Borrower, Administrative Agent and each Revolving Lender severally agrees hereby (x) consents to make all reallocations and assignments of the Commitments and Loans and LC Obligations effected pursuant to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency foregoing, (“Revolving Loans”y) in an aggregate principal amount acknowledges and agrees that will not result at such reallocations and assignments shall be deemed effective as if such reallocations and assignments were evidenced by Assignments and Assumptions among Lenders delivered pursuant to Section 10.5(b) of the time Credit Agreement, and (z) agrees that Lenders shall make full cash settlement of such Borrowing in (A) reallocations and assignments through the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR LoansAdministrative Agent, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 may direct or approve, such that after giving effect to such settlement, each Lender’s Commitment and 2.05. Each Revolving Loan under the Revolving Commitments Outstanding Amount of Loans and LC Obligations shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classset forth above.

Commitments. (a) Subject FACILITY A REVOLVING COMMITMENT. On and after the Closing Date and prior to the Facility A Termination Date, upon the terms and conditions hereof, from time to time during set forth in this Agreement and in reliance upon the Revolving Commitment Periodrepresentations and warranties of Borrower herein set forth, each Revolving Lender severally agrees to make Advances to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in amounts not to exceed in the case aggregate at any one time outstanding the amount of Revolving Loans in Dollarsits Facility A Commitment PROVIDED that (A) if any Facility Letters of Credit are issued and outstanding or drawn and unreimbursed, ABR Loans, as determined the aggregate availability under the Facility A Commitments of the Lenders shall be reduced by the Borrower aggregate amount of the Facility Letter of Credit Obligations for as long as, and notified to the Administrative Agent 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 accordance with Sections 2.03 its Pro Rata Share, (B) in no event may the aggregate principal amount of all outstanding Facility A Advances and 2.05the aggregate amount of all Facility Letter of Credit Obligations exceed the Aggregate Facility A Commitment, and (C) in no event shall the aggregate principal amount of all outstanding Advances at any time exceed the Borrowing Base at such time. Each Revolving Loan Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow under Facility A at any time prior to the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving CommitmentsFacility A Termination Date. The failure of any Revolving Lender Facility A Commitments to make any Revolving Loan required to be made by it lend hereunder shall not relieve any other Revolving Lender of its obligations hereunder; provided that expire on the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassFacility A Termination Date.

Commitments. Prior to the Effective Date, certain loans were previously made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (a) such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the Borrowers 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, as of the Effective Date, 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, each Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Aa) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of such Lender’s Commitment, (b) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment, (c) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in Alternative Currencies each case denominated in Foreign Currencies, exceeding the Alternative Foreign Currency Sublimit or (d) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures in respect of Foreign Subsidiary Borrowers exceeding the Foreign Subsidiary Borrower Sublimit. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.

Commitments. (a) Subject to the terms and conditions hereofof this Agreement, each Revolving Credit Lender severally agrees to make Advances to the Borrower, from time to time during until the Revolving Commitment PeriodCredit Termination Date, each Revolving Lender severally agrees to make on a pro rata basis as to the total borrowing requested by the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“under the Revolving Loans”) in an aggregate principal amount that will Credit Facility on any day determined by its Revolving Percentage up to but not result at exceeding the time of such Borrowing in (A) the Dollar Amount Revolving Credit Commitment of such Lender’s , provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to make any Advance (i) so long as not all of the conditions under Section 5.2 hereof have been fulfilled, (ii) so long as a Default or an Event of Default has occurred and is continuing or (iii) if the Administrative Agent has accelerated the maturity of the Revolving Credit Loans as a result of an Event of Default in accordance with Section 9.1 hereof; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Outstanding Revolving Credit under Obligations shall not exceed the Total Revolving Commitments exceeding Credit Commitment. Within such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period limits, the Borrower may use borrow, repay and reborrow hereunder, on any Business Day, until, but (as to borrowings and reborrowings) not including, the applicable Revolving Commitments by borrowingCredit Termination Date; provided, prepaying the however, that (x) no Eurodollar Loan that is a Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Credit Loan under the Revolving Commitments shall be made as part which has an Interest Period that extends beyond the applicable Revolving Credit Stated Maturity Date and (y) each Revolving Credit Loan that is a Eurodollar Loan may, subject to the provisions of a Borrowing consisting Section 2.12, be repaid only on the last day of the Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 4.5 hereof. All borrowings of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Credit Loans shall be made pro rata across each Classratably under the Extended Revolving Credit Facility and the Non-Extended Revolving Credit Facility according to the respective Revolving Percentages of the Revolving Credit Lenders.

Commitments. (a) Subject to and upon the terms and conditions hereof, from time to time during the Revolving Commitment Period, herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency from its applicable lending office (each, a “Revolving LoansCredit Loan”) in an aggregate principal amount that will not shall not, after giving effect thereto and to the application of the proceeds thereof, result at in (i) such Revolving Credit Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment and (ii) the time 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 Borrowing in Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Dollar Amount of such Lender’s Outstanding Restatement Effective Date and prior to the Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or Maturity Date, (B) may, at the Dollar Amount 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 in Alternative Currencies exceeding of the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower same Type, (C) may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole be repaid (without premium or in part, penalty) and reborrowing, all reborrowed in accordance with the terms provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent application of the proceeds thereof, result in accordance with Sections 2.03 and 2.05. Each such Revolving Loan under the Credit Lender’s Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably Credit Exposure in accordance with their respective Revolving Commitments. The failure respect of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existsat 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, each Borrowing 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 shall be made pro rata across each at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Periodset forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving A Loan”) to the Borrower revolving credit loans denominated Revolving A/B Borrowers in Dollars or an Alternative Currency (“from time to time on any Business Day during the Availability Period for the Revolving Loans”) A Commitments in an aggregate principal amount that will not result to exceed at any time outstanding the time of such Borrowing in (A) the Dollar Amount amount of such Lender’s Revolving A Commitment; provided, however, that after giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Revolving Credit under Amount of the Revolving Commitments exceeding A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving Commitment or A Commitment, and (Biii) the Dollar Amount Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loans in Alternative Currencies exceeding A Loan; provided that any exercise of such option shall not affect the Alternative Currency obligation of such Revolving Sublimit. During the A/B Borrower to repay such Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all A Loan in accordance with the terms of this Agreement. Within the limits of each Lender’s Revolving A Commitment, and subject to the other terms and conditions hereof, the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). The Revolving A Loans may from time to time be Base Rate Loans or Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Rate Loans, or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; further provided herein (provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassLux 2 may not borrow Base Rate Loans).

Commitments. (a) (i) Subject to the terms and conditions hereofset forth herein, from time (i) each Term Lender (other than the 2020 Incremental Term Lenders and 2021 Incremental Term Lenders) severally agrees to time during make an Initial Term Loan to the Revolving Commitment PeriodBorrower denominated in Dollars on the Effective Date in an aggregate principal amount equal to its Initial Term Loan Commitment, (ii) each Revolving 2020 Incremental Term Lender severally agrees to make a 2020 Incremental Term Loan to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency on the 2020 Incremental Closing Date (“Revolving Loans”as defined in Amendment No. 1) in an aggregate principal amount that equal to its 2020 Incremental Term Loan Commitment, (iii) each 2021 Incremental Term Lender severally agrees to make a 2021 Incremental Term Loan to the Borrower denominated in Dollars on the Amendment No. 5 Effective Date in an aggregate principal amount equal to its 2021 Incremental Term Loan Commitment, (iv) each 2021-2 Incremental Term Lender severally agrees to make a 2021-2 Incremental Term Loan to the Borrower denominated in Dollars on the 2021-2 Incremental Term Loan Closing Date in an aggregate principal amount equal to its 2021-2 Incremental Term Loan Commitment, and (v) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in Dollars during the Revolving Availability Period in an aggregate principal amount which will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount Commitment; provided that any borrowing of Revolving Loans in Alternative Currencies exceeding on the Alternative Currency Effective Date shall not exceed the Initial Revolving SublimitBorrowing Amount. During the Revolving Commitment Period the The Borrower may use the borrow, prepay and reborrow Revolving Commitments by borrowingLoans. Amounts repaid or prepaid in respect of Initial Term Loans, prepaying the Revolving 2020 Incremental Term Loans, 2021 Incremental Term Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving 2021-2 Incremental Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (a) each Euro Tranche B Term Lender agrees to make a Euro Tranche B Term Loan denominated in Euro to the Tranche B Term Borrowers on the Effective Date in a principal amount not exceeding its Euro Tranche B Term Commitment, (b) each Dollar Tranche B Term Lender agrees to make a Dollar Tranche B Term Loan denominated in dollars to the Tranche B Term Borrowers on the Effective Date in a principal amount not exceeding its Dollar Tranche B Term Commitment, (c) each Tranche A Term Lender agrees to make a Tranche A Term Loan denominated in Euro to the Swiss Borrower on the Effective Date in a principal amount not exceeding its Tranche A Term Commitment and (d) each Revolving Lender agrees to make Revolving Loans denominated in dollars or a Permitted Foreign Currency to the Swiss Borrower from time to time time, in each case during the Revolving Commitment Availability Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Revolving Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Aggregate Revolving Loans in Alternative Currencies Exposure exceeding the Alternative Currency Aggregate Revolving SublimitCommitment. During Dollar Tranche B Term Loans may be ABR Loans or Eurocurrency Loans, as further provided herein. Euro Tranche B Term Loans and Tranche A Term Loans shall be EURIBOR Loans, but not ABR Loans, as further provided herein. Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Swiss Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject Effective as of the Amendment Effective Date, in accordance with Section 3.06 of the Existing Credit Agreement, each Non-Consenting Lender shall be deemed to have assigned and delegated its Commitments (together with its pro rata portion of the Revolving Loans and participations in Letters of Credit in respect thereof), together with all of its other interests, rights and obligations under the Loan Documents in respect thereof, and each Consenting Lender with respect to which the amount set forth opposite its name on Schedule I hereto exceeds the amount of Commitments held by such Consenting Lender immediately prior to the terms Amendment Effective Date (each such Lender, an “Assuming Lender”) shall be deemed to have assumed and conditions hereof, from time to time during accepted the proportionate part of the Commitments (together with the pro rata portion of the Revolving Commitment PeriodLoans 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 Revolving Consenting Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) shall hold Commitments in an aggregate principal amount that will not result at is equal to the time respective amount set forth opposite its name on Schedule I hereto and the pro rata portion of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans and participations in whole or in partLetters of Credit with respect to such Commitments, and reborrowingwhich Schedule I shall reflect all of the Commitments under the Amended Credit Agreement. On the Amendment Effective Date, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified (i) each Assuming Lender shall pay to the Administrative Agent in accordance with Sections 2.03 an amount sufficient to purchase its Assumed Amount at par, (ii) each of Livent and 2.05. Each Revolving Loan Lithium Opco pay to the Administrative Agent all interest, fees and other amounts then due and owing to each Non-Consenting Lender under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by Existing Credit Agreement to and including the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Amendment Effective Date, including payments due to such Non-Consenting Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments under Section 2.10 of the Revolving Lenders are several Existing Credit Agreement, costs incurred under Section 3.03 or 9.15 of the Existing Credit Agreement and no Revolving payments owing under Section 9.04(c) of the Existing Credit Agreement, (iii) the Administrative Agent shall pay the amounts received pursuant to clauses (i) and (ii) above to the Non-Consenting Lenders, (iv) each Non-Consenting Lender shall no longer be responsible for any other Revolving Lender’s failure a Lender under the Loan Documents and (v) each Assuming Lender shall become a Lender under the Loan Documents with respect to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classits Assumed Amount.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term A-1 Loans to the Term A Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term A-1 Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term A-2 Loans to the Term A Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term A-2 Loan Commitment, (iii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term B Loans to the Term B Borrowers on the Closing Date in Dollars in a principal amount not to exceed its Initial Term B Loan Commitment and (iv) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to any Revolving Borrower in Dollars at any time and from time to time during on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment Period, each of such Initial Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The ; provided that, (A) after giving effect to any Borrowing of Initial Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part Outstanding Amount of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other such Initial Revolving Lender’s failure Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment and (B) after giving effect to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each the Borrowing of the Initial Term A-1 Loans and the Initial Term A-2 Loans on the Closing Date, the aggregate principal amount of Initial Term A-1 Loans and/or the Initial Term A-2 Loans made to the Parent shall not exceed $200,000,000. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, any Revolving Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans shall may not be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees (a) to continue as Term Loans hereunder, including as Xxxxxxx Term Loans and WOW Term Loans hereunder, the aggregate principal amount of "Term Loans", including "Xxxxxxx Term Loans" and "WOW Term Loans", under and as defined in the Original Credit Agreement that are outstanding on the Restatement Effective Date (such Lender's "Outstanding Loans"), (b) to make additional Term Loans, including Southwest Term Loans, to the Borrower from time to time during the Term Availability Period in a principal amount not exceeding the excess of such Lender's Term Commitment, if any, over the amount of such Lender's Outstanding Loans and (c) to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowingCommitment; provided, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classuntil all Term Commitments have been borrowed; provided further, that, on the Restatement Effective Date, the Borrower must borrow a minimum aggregate principal amount of $53,000,000 of Term Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (i) each Tranche A Term Lender agrees to make a Tranche A Term Loan to the Parent Borrower on the Closing Date in a principal amount not exceeding its Tranche A Term Commitment, (ii) each Revolving Lender agrees to make Revolving Loans in dollars to the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the any one time of such Borrowing in (A) the Dollar Amount of outstanding that, when added to such Lender’s Outstanding Revolving Credit under Exposure at such time, does not exceed such Lender’s Revolving Commitment, and (iii) each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Parent Borrower or the Foreign Subsidiary Borrowers, as the case may be, from time to time during the Revolving Commitments exceeding Availability Period; provided that after giving effect to the requested Foreign Currency Loan, (x) the Foreign Currency Revolving Exposure of all Revolving Lenders does not exceed the Foreign Currency Sublimit, (y) such Lender’s Revolving Exposure at such time does not exceed the amount of such Lender’s Revolving Commitment or and (Bz) the Dollar Amount of total Revolving Loans in Alternative Currencies exceeding Exposure at such time does not exceed the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective total Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.

Commitments. Prior to the Effective Date, certain “Loans” were made to the Existing Borrowers under the Existing Credit Agreement (a) such outstanding “Revolving Facility Loans,” the “Existing Revolving Facility Loans” and such outstanding “Swing Line Loans,” the “Existing Swing Line Loans” and together with the Existing Revolving Facility Loans, the “Existing Loans”). As of the Effective Date and prior to the funding of any Loans hereunder on the Effective Date, the outstanding principal balance of the Existing Revolving Facility Loans is $160,518,198.76 and the outstanding principal balance of the Existing Swing Line Loans is $0. Subject to the terms and conditions hereofset forth in this Agreement, each Borrower and each of the Lenders agree that on the Effective Date the Existing Revolving Facility Loans shall be re-evidenced as Revolving Facility Loans under this Agreement and the Existing Swing Line Loans shall be re-evidenced as Swing Line 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 each Revolving Facility Lender severally and not jointly agrees to make Revolving Facility Loans to the Borrowers in Dollars from time to time on any Business Day during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result to exceed at any time outstanding the time of such Borrowing in (A) the Dollar Amount amount of such Lender’s Outstanding Revolving Credit under Facility Commitment; provided, however, that, after giving effect to any Revolving Facility Borrowing, (i) the Revolving Commitments exceeding Facility Credit Exposure shall not exceed the lesser of the Maximum Credit and the Borrowing Base, (ii) the Revolving Facility Credit Exposure of any Revolving Facility Lender shall not exceed such Lender’s Revolving Facility Commitment or and (Biii) the Dollar Amount aggregate outstanding principal balance of Revolving Facility Loans in Alternative Currencies exceeding made to Bowling Green shall not exceed the Alternative Currency greater of (a) $75,000,000 and (b) the portion of the Borrowing Base pertaining to the assets (net of Reserves) of Bowling Green. Within the limits of each Lender’s Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partFacility Commitment, and reborrowing, all in accordance with subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.01, prepay under Section 2.11 and reborrow under this Section 2.01. The Revolving Facility Loans may from time to time be Eurocurrency Base Rate Loans or, in the case of Revolving Loans in Dollars, ABR or Eurodollar Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; further provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classherein.

Commitments. (a) Prior to the Effective Date, certain “Loans” were previously made to the Borrowers under (and as defined in) the Existing Credit 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 hereofset forth in this Agreement, the Borrowers 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 1.07, the Existing Loans shall be reevidenced as Loans of the same Class 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, each Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) subject to Sections 2.04 and 2.11(b)(i), such Lender’s Revolving Credit Exposure exceeding the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (Bii) subject to Sections 2.04 and 2.11(b)(i), the sum of the Dollar Amount of the total Revolving Loans in Alternative Currencies Credit Exposures exceeding the Alternative Currency Aggregate Revolving SublimitCommitment. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Incremental Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofhereof (i) each Tranche A Lender severally agrees to make revolving credit loans (together, the “Tranche A Loans”) to each of the Borrowers from time to time during the Revolving ABL Commitment PeriodPeriod in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Tranche A Commitment Percentage of the sum of the then outstanding L/C Obligations, then outstanding Agent Advances and the then outstanding Swing Line Loans, does not exceed the lesser of (x) the amount of such Tranche A Lender’s Tranche A Commitment then in effect and (y) such Tranche A Lender’s Tranche A Commitment Percentage of the Tranche A Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered, subject to recalculation at any time based on the Administrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)) and (ii) each Revolving Tranche A-1 Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (together, the “Tranche A-1 Loans” and together with Tranche A Loans, the “Revolving Loans”) to each of the Borrowers from time to time during the ABL Commitment Period in an aggregate principal amount that will at any one time outstanding does not result at exceed the time lesser of (x) the amount of such Borrowing in (A) the Dollar Amount of such Tranche A-1 Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding Tranche A-1 Commitment then in effect and (y) such Tranche A-1 Lender’s Revolving Tranche A-1 Commitment or Percentage of the Tranche A-1 Borrowing Base as then in effect (B) based on the Dollar Amount Borrowing Base Certificate last delivered, subject to recalculation at any time based on the Administrative Agent’s determination of Revolving Loans Availability Reserves in Alternative Currencies exceeding the Alternative Currency Revolving Sublimitits Permitted Discretion as set forth in subsection 2.1(c)). During the Revolving Commitment Period Period, each of the Borrower Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified Notwithstanding anything to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existscontrary herein contained, each Borrowing of all Revolving Loans shall be made pro rata across each Class.Tranche A-1 Loans until the aggregate outstanding principal amount of such

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make term loans (the “Initial Term Loans”) to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Initial Revolving Lender severally, and not jointly, agrees to make revolving loans (the “Initial Revolving Loans”) to the Borrower in Dollars or any Alternate Currency as may be requested by the Borrower, at any time and from time to time during on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment Period, each of such Initial Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions hereof. The and limitations set forth herein, (x) Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or, in the case consist of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower LIBO Rate Loans, or a combination thereof, and notified to the Administrative Agent in accordance with Sections 2.03 may be borrowed, paid, repaid and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of reborrowed and (y) Revolving Loans made by the Revolving Lenders thereunder ratably denominated in accordance with their respective Revolving Commitmentsany Alternate Currency shall consist of LIBO Rate Loans, and may be borrowed, paid, repaid and reborrowed. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments Amounts paid or prepaid in respect of the Revolving Lenders are several and no Revolving Lender shall Initial Term Loans may not be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, (a) each Circle C Term Lender agrees, severally and not jointly, to make a Term Loan to Circle C on the Effective Date in a principal amount not to exceed its Term Loan Commitment, (b) each Circle C Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to Circle C, at any time and from time to time during on or after the date hereof, and until the earlier of the Circle C Revolving Commitment PeriodMaturity Date and the termination of the Circle C Revolving Credit Commitment of such Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Circle C Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Circle C Revolving Credit Commitment and (c) each FMPOC Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to FMPOC, at any time and from time to time on or after the date hereof, and until the earlier of the FMPOC Revolving Commitment or (B) Maturity Date and the Dollar Amount termination of the FMPOC Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Credit Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's FMPOC Revolving Credit Exposure exceeding such Lender's FMPOC Revolving Credit Commitment; provided, however, that, notwithstanding the foregoing, the sum of the FMPOC L/C Exposure and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orthe Circle C L/C Exposure shall not exceed $7,500,000, in the case aggregate, at any time. A Lender's aggregate Commitments hereunder shall be made ratably among the Tranches based on the aggregate amount of all the Lenders' Commitments under each such Tranche on the Effective Date. Within the limits set forth in clauses (b) and (c) of the second preceding sentence and subject to the conditions and limitations set forth herein, the Borrowers may borrow, pay or repay and reborrow Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent applicable. Amounts paid or prepaid in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments respect of the Revolving Lenders are several and no Revolving Lender shall Term Loan may not be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

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 in the applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement. (b) (i) Subject to and upon the terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a Revolving Credit Loan or Revolving Credit Loans to the 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 Closing Date and prior to the Non-Extended Revolving Credit Maturity Date and (2) that are Fourth Amendment Revolving Credit Loans shall be made by such Lender with Fourth Amendment Revolving Credit Commitments at any time and from time to time on or after the FourthSeventh Amendment Effective Date and prior to the Revolving Commitment PeriodCredit Maturity Date; provided that, which Revolving Credit Loans may be made on the Closing Date in an amount not to exceed $48,000,000, (BA) 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 Revolving Lender severally agrees to make of the Lenders pursuant to the Borrower revolving credit loans denominated same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (CB) may be repaid and reborrowed in Dollars or an Alternative Currency accordance with the provisions hereof, (“Revolving Loans”DC) shall not, for any such Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time and (ED) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect. (ii) Each Lender may, at its option, make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower may use resulting therefrom (which obligation of the Revolving Commitments by borrowingLender shall not require it to take, prepaying 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 Revolving Loans in whole or in partevent of such request for costs for which compensation is provided under this Agreement, and reborrowingthe provisions of Section 3.5 shall apply). On the First Amendment Effective Date, all Original Revolving Credit Loans were repaid in accordance full. On the Non-Extended Revolving Credit Maturity Date, the Non-Extended Revolving Credit Loans then outstanding shall be repaid in full (it being understood that any such Non-Extended Revolving Credit Loans may, at the Borrower’s option, be repaid with the proceeds ofSeventh Amendment Effective Date, all Fourth Amendment Extended Revolving Credit Loans made on theand all Non-Extended Revolving Credit Maturity Date, subject to the terms and conditions hereofapplicable to Fourth Amendment Extended Revolving Credit Loans)Loans were repaid in full. The On the Revolving Credit Maturity Date, all Revolving Credit Loans may from time to time then outstanding shall be Eurocurrency Loans orrepaid in full, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified except to the Administrative Agent extent set forth in accordance any applicable Incremental Amendment, Refinancing Amendment or Loan Modification Agreement with Sections 2.03 and 2.05. Each respect to any Other Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassCredit Loans.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Period(i) each Initial Term Lender agrees, each Revolving Lender severally agrees and not jointly, to make Initial Term Loans in Dollars to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) on the Closing Date in an aggregate principal amount that will requested by the Borrower not result to exceed such Lender’s Initial Term Commitment and (ii) each Initial Revolving Lender, severally and not jointly, agrees to make Initial Revolving Loans to the Borrower in Dollars or Euros, at any time and from time to time on and after the time Closing Date and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing in (A) of Initial Revolving Loans, the Dollar Outstanding Amount of such Lender’s Outstanding Initial Revolving Credit under the Revolving Commitments exceeding Exposure shall not exceed such Lender’s Initial Revolving Commitment or (B) Credit Commitment; provided, further, that after giving effect to any Borrowing of Initial Revolving Loans denominated in Euros, the Dollar Outstanding Amount of all Initial Revolving Loans in Alternative Currencies exceeding Euros does not exceed €15,000,000. Within the Alternative Currency foregoing limits and subject to the terms, conditions and limitations set forth herein, (i) Revolving Sublimit. During the Revolving Commitment Period the Borrower Loans denominated in Dollars may use the Revolving Commitments by borrowingconsist of ABR Loans, prepaying the Eurocurrency Rate Loans, or a combination thereof, and may be borrowed, paid, repaid and reborrowed and (ii) Revolving Loans in whole or in partdenominated Euros shall consist of Eurocurrency Rate Loans, and reborrowingmay be borrowed, all paid, repaid and reborrowed. Amounts paid or prepaid in accordance with respect of the terms and conditions hereof. The Revolving Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. In connection with the foregoing, (a) Subject each of Bank of America and Xxxxx Fargo Bank is pleased to advise you of its several, and not joint, commitment to provide the applicable percentage set forth in Schedule I hereto of the full principal amount of the Bridge Facility (in such capacity, each an “Initial Bridge Lender” and together, the “Initial Bridge Lenders”) and Bank of America is pleased to advise you of its willingness and you hereby appoint Bank of America, to act as the sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Bridge Facility, and you hereby appoint Xxxxx Fargo Bank, to act as syndication agent for the Bridge Facility, all upon and subject to the terms and conditions hereofset forth in this letter and in Exhibits A and B hereto (collectively, from time the “Term Sheet” and, together with this letter agreement, the “Commitment Letter”) and (b) each of MLPFS and Xxxxx Fargo Securities is pleased to time during the Revolving Commitment Periodadvise you of its willingness, and you hereby engage MLPFS and Xxxxx Fargo Securities, to act as an exclusive joint lead arranger and an exclusive joint bookrunner (in such capacity, each Revolving Lender severally agrees a “Lead Arranger” and together, the “Lead Arrangers”) for the Bridge Facility, and in connection therewith to make to form a syndicate of lenders for the Borrower revolving credit loans denominated in Dollars or an Alternative Currency Bridge Facility (collectively, the “Revolving LoansLenders”) in an aggregate principal amount consultation with you, including Bank of America and Xxxxx Fargo Bank. Bank of America and MLPFS will have “lead left” placement on all marketing materials relating to the Bridge Facility and will perform the duties and exercise the authority customarily performed and exercised by them in such role, including acting as joint manager of the physical books. You further agree that no other titles will not result at be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the time of such Borrowing Fee Letter referred to below) will be paid in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans order to obtain commitments in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance connection with the terms Bridge Facility unless you and conditions hereofwe shall so agree. The Revolving Loans may from time commitments of the Initial Bridge Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to time be Eurocurrency Loans or, provide the services described herein are subject to the satisfaction of each of the conditions precedent set forth herein and in the case Term Sheet (it being understood that the commitments of Revolving Loans the Initial Bridge Lenders hereunder in Dollars, ABR Loans, as determined by respect of the Borrower and notified Bridge Facility are subject only to the Administrative Agent conditions set forth in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments Section 5 of the Revolving Lenders are several Commitment Letter and no Revolving Lender in Exhibit B attached to this Commitment Letter). All capitalized terms used and not otherwise defined herein shall be responsible for any other Revolving Lender’s failure to make Revolving Loans have the same meanings as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classspecified therefor in the Term Sheet.

Commitments. We hereby advise you of our commitment to provide to you, one business day prior to such Interest Payment Date or Special Redemption Date, respectively, in immediately available euros, an amount equal to (i) with respect to any Interest Payment Date occurring in the period between the date hereof and the earlier of (a) Subject the date on which Escrow Conditions are satisfied and (b) the date of a Special Redemption, the accrued and unpaid interest owing to holders of the EUR Notes pursuant to the terms of the Indenture and conditions hereofthe EUR Notes and payable on such Interest Payment Date, from time and (ii) with respect to time during any Special Redemption Date, the Revolving additional amount, that when taken together with the amount of funds held in the Escrow Account, will be sufficient to pay the Special Redemption Price (including accrued and unpaid interest owing to holders of the EUR Notes pursuant to the terms of the Indenture and the EUR Notes) payable on the Special Redemption Date. July 6, 2018 Energizer Gamma Acquisition B.V. We will provide such amount subject to receipt of a written request sent by you to us at our address set forth in Section 6 below at least one business day prior to the date when such amount is to be deposited. Such written request shall specify the account where such amount shall be deposited. Our commitment hereunder is subject to the condition that neither the Indenture nor the terms of the EUR Notes are amended in any manner that would increase our payment obligations hereunder without our prior written consent. The parties hereto hereby acknowledge and agree that this Commitment PeriodLetter is not, each Revolving Lender severally agrees and is not intended to be, a contract to make a loan, or extend other debt financing or financial accommodations, to or for the Borrower revolving credit loans denominated benefit of the EUR Issuer, or to issue a security of the EUR Issuer, under Section 365(c)(2) of Title 11 of the United States Code (the “Bankruptcy Code”), and Energizer agrees not to raise, and hereby waives, any argument or defense that this Commitment Letter cannot be assumed and/or is not enforceable by the EUR Issuer in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit a proceeding under the Revolving Commitments exceeding such Lender’s Revolving Commitment Bankruptcy Code under Section 365(c) thereof. Nothing herein shall constitute, or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowingbe construed as, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined an agreement by the Borrower and notified EUR Issuer to the Administrative Agent assume this Commitment Letter in accordance with Sections 2.03 and 2.05. Each Revolving Loan a proceeding under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender Bankruptcy Code pursuant to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassSection 365 thereof.

Commitments. Prior to the Effective Date, certain revolving loans were previously made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (a) such outstanding revolving loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.05, the Existing Loans shall be re-evidenced as Revolving 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 Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Credit Availability Period in an aggregate principal amount that will not result at the time (after giving effect to any application of proceeds of such Borrowing in to any Swingline Loans outstanding pursuant to Section 2.10(a)) in, subject to Sections 2.04 and 2.11(b), (Ai) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (Bii) the Dollar Amount of the Total Revolving Loans in Alternative Currencies Credit Exposure exceeding the Alternative Currency aggregate Revolving SublimitCommitments, (b) each Term A1 Lender with a Term A-1 Loan Commitment (severally and not jointly) agrees to make a Term A-1 Loan to the Company in Dollars in a single drawing during the Term Loan Availability Period, in an amount equal to such Lender’s Term A-1 Loan Commitment, on the Term Loan Trigger Date by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent and (c) each Term A-2 Lender with a Term A-2 Loan Commitment (severally and not jointly) agrees to make a Term A-2 Loan to the Company in Dollars in a single drawing during the Term Loan Availability Period, in an amount equal to such Lender’s Term A-2 Loan Commitment, on the Term Loan Trigger Date by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The Canadian Revolving Loans may from time only be made to time (and may only be requested by or in respect of) a Canadian Borrower, and a Canadian Borrower may not request a Eurocurrency Loan denominated in Canadian Dollars (nor may the Company or any other Person request such a Eurocurrency Loan on behalf of a Canadian Borrower in Canadian Dollars) but, for the avoidance of doubt, a Canadian Borrower may request Eurocurrency Loans or, denominated in the case any Agreed Currency other than Canadian Dollars. Amounts repaid or prepaid in respect of Revolving Term Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall may not be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. On and subject to the terms and conditions set forth herein, (a) Subject each Lender severally agrees to make loans (each such Loan, a “Loan”) to the Parent, Harbor Point Re, Harbor Point U.S. Holdings and, upon receipt of all required consents under Section 2.14, each Designated Borrower, in Dollars from time to time, on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Parent may from time to time request in an amount not to exceed the Loan Sublimit, (b) each Lender that is not a Participating Bank severally agrees to issue, extend and renew in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and for the account of the Parent, Harbor Point Re (or at the request of Harbor Point Re for the account of an Insurance Subsidiary), Harbor Point U.S. Holdings, each Designated Borrower or, subject to satisfaction of the provisions of Section 4.02(f), Harbor Point Re and such Investment Entity (on a joint and several basis), from time to time during the Availability Period and the Fronting Bank hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus each Participating Bank’s Applicable Percentage and each Participating Bank hereby agrees to purchase a risk participation in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Applicable Percentage, and (c) each Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Parent, Harbor Point Re (or at the request of Harbor Point Re for the account of an Insurance Subsidiary), Harbor Point U.S. Holdings, each Designated Borrower or, subject to satisfaction of the provisions of Section 4.02(f), Harbor Point Re and such Investment Entity (on a joint and several basis), from time to time during the Availability Period and each Lender agrees to purchase risk participations in the obligations of the relevant Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 2.03; provided, however, that after giving effect to any Credit Extension pursuant to this Section 2.01, (v) the Total Outstanding Amount shall not exceed the Aggregate Commitments, (w) the aggregate Total Outstanding Amount of any Lender shall not exceed such Lender’s Commitment, (x) the aggregate outstanding principal amount of Loans shall not exceed the Loan Sublimit, (y) the stated amount of all Secured Letters of Credit shall not exceed the Secured Letter of Credit Sublimit and the stated amount of all Secured Letters of Credit issued for the account of an Investment Entity shall not exceed such Investment Entity’s Borrowing Base, and (z) the stated amount of all Letters of Credit denominated in an Alternative Currency shall not exceed the Alternative Currency LC Sublimit. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Amendment Effective Date shall be subject to and governed by the terms and conditions hereof. Within the foregoing limits, and subject to the terms and conditions hereof, from time an L/C Applicant’s ability to time obtain Letters of Credit shall be fully revolving and accordingly an L/C Applicant may during the Revolving Commitment Period, each Revolving Lender severally agrees Availability Period obtain Letters of Credit to make replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Within the limits of this Section 2.01 and subject to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the other terms and conditions hereof. The Revolving , a Borrower may borrow Loans may from time to time be Eurocurrency under this Section 2.01, prepay Loans or, in the case of Revolving under Section 2.04 and reborrow Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classthis Section 2.01.

Commitments. (a) Subject to and upon the terms and conditions hereof, from time to time during the Revolving Commitment Periodherein set forth, each Revolving Lender severally severally, but not jointly, agrees to make a loan or loans in U.S. Dollars, to the Borrower revolving credit loans denominated in Dollars or from its applicable lending office (each, an Alternative Currency (“Original Revolving Credit Loan” and, collectively, the “Original Revolving Credit Loans”) in an aggregate principal amount that will not result to exceed at any time outstanding the time amount of such Borrowing in Xxxxxx’s Original Revolving Credit Commitment. Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Dollar Amount of Closing Date and prior to the Maturity Date for such Lender’s Outstanding Revolving Credit under Loans, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans that are Revolving Commitments exceeding 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 or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 2.11) 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 Commitment or (B) the Dollar Amount Credit Exposure in respect of any Class of Revolving Credit Loans at such time exceeding such Xxxxxx’s Revolving Credit Commitment in Alternative Currencies 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 Lenders’ Revolving Credit Exposures at such time exceeding the Alternative Currency Total Revolving SublimitCredit Commitment then in effect or the aggregate amount of the 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. During the Revolving Commitment Period Each Lender may, at its option, make any Loan available to the Borrower may use by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the Revolving Commitments by borrowing, prepaying obligation of the Revolving Loans in whole or in part, and reborrowing, all Borrower to repay such Loan in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, of this Agreement or result in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified increased costs to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassBorrower.

Commitments. You have requested that UBS commit to provide the Facilities and that UBSW agree to structure, arrange and syndicate the Facilities. UBS is pleased to advise you of its commitment to provide the entire amount of the Bank Facilities to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and Annex III attached hereto. The commitment of UBS and each other Bank Lender (aas defined below) Subject hereunder is subject to the negotiation, execution and delivery of definitive documentation (the "Bank Documentation") with respect to the Bank Facilities reasonably satisfactory to UBS and the other Bank Lenders reflecting, among other things, the terms and conditions set forth in the Bank Term Sheet, in Annex III attached to this Commitment Letter and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bank Facilities (the "Bank Fee Letter"). In addition, UBS is pleased to advise you of its commitment to provide the entire amount of the Bridge Facility to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and Annex III attached hereto (it being acknowledged that at any time prior to 5:00 p.m., New York City time, on April 15, 2002, Whitney & Co., LLC and/or its affiliates may commit in writing to participate in up to $55.0 million of the Bridge Facility on the terms and conditions set forth in the Bridge Term Sheet, which shall reduce the amount of UBS's commitments in respect of the Bridge Facility on a dollar for dollar basis). The commitment of UBS and each other Bridge Lender (as defined below) hereunder is subject to the negotiation, execution and delivery of definitive documentation (the "Bridge Documentation" and, together with the Bank Documentation, the "Financing Documentation") with respect to the Bridge Facility reasonably satisfactory to UBS and the other Bridge Lenders reflecting, among other things, the terms and condi- tions set forth in the Bridge Term Sheet, in Annex III attached to this Commitment Letter and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bridge Facilities (the "Bridge Fee Letter" and, together with the Bank Fee Letter, the "Fee Letters"). You agree that the closing date of the Acquisition and the Merger and the concurrent closing of the Facilities and, if applicable, the Notes Offering (the "Closing Date") shall be a date mutually agreed upon between you and us, but in any event shall not occur until the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, Annex III attached hereto and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans Term Sheets (including the conditions to initial funding) have been satisfied or have been waived by us in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classwriting.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period for the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Credit Facility in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment (ii) the Total Revolving Credit Exposure exceeding the total Revolving Commitments, or (Biii) a violation of the Dollar Amount of Revolving Loans in Alternative Currencies exceeding Borrowing Base Covenants. Within the Alternative Currency Revolving Sublimit. During foregoing limits and subject to the Revolving Commitment Period terms and conditions set forth herein, the Borrower may use borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments by borrowinghereunder, prepaying each “Revolving Lender” under and as defined in the Existing Credit Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Credit Agreement in whole or any outstanding Letters of Credit and/or Swingline Loans (if any), in part, and reborrowing, all each case in accordance with the terms Standard Terms and conditions hereof. The Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed such Lender’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans may from time to time be Eurocurrency and participations in any outstanding Letters of Credit and/or Swingline Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent (if any) in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably such Lender’s Applicable Percentage in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments respect of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassCredit Facility.

Commitments. (a) Subject to and upon the terms and conditions hereofherein set forth, from time to time during the Revolving (i) each Lender having a Tranche B-2 Term Loan Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit a loan or loans denominated (eachdenominated in Dollars or an Alternative Currency (together with each Term Loan converted from a Converted Tranche B-1 Term Loan pursuant to clause (ii) below, a “Revolving LoansTranche B-12 Term Loan”) on the Closing Date to the Borrower in an Dollars, whichAmendment No. 2 Effective Date equal to its Tranche B-1 Term Loans shall not exceed for any such Lender the Tranche B Term Loan Commitment of such Lender and in the aggregate shall not exceed $3,250,000,000.2 Term Loan Commitment on the Amendment No. 2 Effective Date and (ii) each Converted Tranche B-1 Term Loan shall be converted into a Tranche B-2 Term Loan of each Amendment No. 2 Consenting Lender effective as of the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Amendment No. 2 Consenting Lender’s Converted Tranche B-1 Term Loan immediately prior to such conversion; provided that will not result the Tranche B-2 Term Loans shall initially consist of LIBOR Rate Loans with an Interest Period commencing on the Amendment No. 2 Effective Date and ending on December 16, 2013 and the LIBOR Rate with respect to such Interest Period shall be calculated based on an Interest Period term of one month. Such Term Loans (i) shall be made on the Closing Date, (ii) may at the time option of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that allAll 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) and may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole be repaid or in part, and reborrowing, all prepaid in accordance with the terms provisions hereof, but once repaid or prepaid, may not be reborrowed, (iv) shall not exceed for any such Lender the Tranche B Term Loan Commitment of such Lender and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, (v) shall not exceed in the case aggregate the total of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving all Tranche B Term Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving On the Tranche B-1 Term Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existsMaturity Date, each Borrowing of Revolving all then unpaid Tranche B-1 Term Loans shall be made pro rata across each Class.repaid in full..

Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Periodof this Agreement, each Revolving Lender severally agrees to make advances to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) from time to time, subject to the 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 result at exceeding the time of such Borrowing in (A) the Dollar Amount amount of such Lender’s 's Commitment as then in effect; provided, however, (a) the aggregate Outstanding Amount of (i) the Revolving Credit Loan 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 Lender's Commitment and (ii) the Loan (inclusive of such Lender's obligation to make advances under the Revolving Commitments exceeding Loan to pay Swingline Advances) outstanding applicable to a Lender plus such Lender’s Revolving 's Commitment or Percentage of the Outstanding Amount of all L/C Obligations shall not at any time exceed such Lender's Commitment and (Bb) the Dollar Amount Total Outstandings shall not at any time exceed the aggregate Commitments. Subject to the foregoing limitations, and the other terms and provisions of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period this Agreement, the Borrower may use 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 Commitments by borrowing, prepaying Loan or Convert Balances established under the Revolving Loans 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 whole or in partthis Agreement, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans Borrower may from time to time request, and Bank of America may in its discretion from time to time advance (but shall in no event be Eurocurrency Loans orobligated 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 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 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, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the 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 precedent shall not apply to this sentence), to make an advance under the Revolving Loan, in the case form of Revolving Loans a Base Rate Balance, in Dollarsan amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, ABR Loans, as determined by and the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan proceeds of such advance under the Revolving Commitments Loan shall be made as part of a Borrowing consisting of Revolving Loans made promptly paid by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure Agent to Bank of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments America and applied as a repayment of the Revolving Lenders are several aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and no Revolving 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, 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 Balance under the Loan advanced by each Lender shall be responsible established and maintained at such Lender's Applicable Lending Office for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class such Type of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassBalance.

Commitments. (a) Subject to the terms and conditions hereofset forth ----------- herein, each relevant Lender agrees (a) to make a Tranche C-1 Incremental Term Loan in dollars to the Parent Borrower on the Amendment/Restatement Effective Date in a principal amount not exceeding its Tranche C-1 Incremental Commitment, (b) to make a Tranche C-2 Incremental Term Loan in dollars to the Parent Borrower in a single drawing during the Tranche C-2 Commitment Period in a principal amount not exceeding its Tranche C-2 Incremental Commitment, (c) to make Domestic Revolving Loans in dollars to the Parent Borrower from time to time during the Domestic Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Domestic Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Domestic Revolving Commitment and (d) to make Global Revolving Loans in dollars or one or more Qualified Global Currencies (as specified in the Borrowing Requests with respect thereto) to any Borrower from time to time during the Global Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender's Global Revolving Exposure exceeding such Lender's Global Revolving Commitment or (Bii) the aggregate outstanding principal amount of such Lender's Canadian Dollar Amount of Revolving Loans in Alternative Currencies at such time exceeding such Lender's Canadian Commitment. Within the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The set forth herein, the Parent Borrower may borrow, prepay and reborrow Domestic Revolving Loans and any Borrower may from time to time borrow, prepay and reborrow Global Revolving Loans. Amounts repaid in respect of Term Loans may not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR reborrowed. All Tranche A Term Loans, as determined by Tranche B Term Loans, Tranche C Term Loans and Letters of Credit outstanding under the Borrower and notified Existing Credit Agreement on the Amendment/Restatement Effective Date shall remain outstanding to the Administrative Agent Parent Borrower in accordance with Sections 2.03 and 2.05. Each Revolving Loan under dollars hereunder on the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classterms set forth herein.

Commitments. (a) Subject to and upon the terms and conditions hereofherein set forth, from time to time during the Revolving (i) each Lender having an Initial Term Loan Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit a loan or loans denominated in Dollars or (each, an Alternative Currency (“Revolving Loanson the Closing Date made an Initial Term Loan”) in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lenderin an aggregate principal amount that will not result at equal to the time of such Borrowing in (A) the Dollar Amount Initial Term Loan Commitment of such Lender’s Outstanding Revolving Credit under , and in the Revolving Commitments exceeding such Lender’s Revolving aggregate shall not exceed the Total Initial(ii) each Additional Term Loan Lender having an Additional Term Loan Commitment or (B) the Dollar Amount of Revolving Loans severally agrees to make an Additional Term Loan denominated in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period Dollars to the Borrower may use on the Revolving Commitments by borrowingFirst Amendment Effective Date, prepaying which Additional Term Loan shall not exceed for any such Additional Term Loan Lender the Revolving Additional Term Loan Commitment of such Additional Term Loan Lender. For the avoidance of doubt, the terms of the Additional Term Loans in whole to be made hereunder shall, except as otherwise described herein and except to the extent of any upfront or in partsimilar fees, as applicable, be the same as the terms of the Initial Term Loans, and reborrowingthe Additional Term Loans made on the First Amendment Effective Date and the Initial Term Loans made on the Closing Date shall collectively be the Initial Term Loans hereunder. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the terms and conditions provisions hereof, but once repaid or prepaid, may not be reborrowed. The Revolving Loans may from time to time be Eurocurrency Loans orOn the Initial Term Loan Maturity Date, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving all then unpaid Initial Term Loans shall be made pro rata across each Classrepaid in full in Dollars.

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each Lender and each Fronting Bank (as applicable) agrees, severally and not jointly, as follows: (i) each Lender agrees to make Tranche A Loans to any Borrower at any time and from time to time during until the Revolving Tranche A Commitment PeriodTermination Date up to the amount of such Lender's Tranche A Available Commitment, each Revolving Fronting Bank agrees to issue Tranche A Letters of Credit for the account of any Borrower at any time and from time to time until the fifth Business Day preceding the Tranche A Commitment Termination Date in an aggregate stated amount at any time outstanding not to exceed such Fronting Bank's Tranche A LC Fronting Bank Commitment, and each Lender severally agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.18; (ii) each Lender agrees to make Tranche B Loans to any Borrower at any time and from time to time until the Tranche B Commitment Termination Date up to the amount of such Lender's Tranche B Available Commitment, each Fronting Bank agrees to issue Tranche B Letters of Credit for the account of any Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) at any time and from time to time until the fifth Business Day preceding the Tranche B Commitment Termination Date in an aggregate principal stated amount that will at any time outstanding not result to exceed such Fronting Bank's Tranche B LC Fronting Bank Commitment, and each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.18; and (iii) each Lender agrees to make Tranche C Loans to any Borrower at any time and from time to time until the time Tranche C Commitment Termination Date up to the amount of such Borrowing Lender's Tranche C Available Commitment, each Fronting Bank agrees to issue Tranche C Letters of Credit for the account of any Borrower at any time and from time to time until the fifth Business Day preceding the Tranche C Available Commitment Date in an aggregate stated amount at any time outstanding not to exceed such Fronting Bank's Tranche C LC Fronting Bank Commitment, and each Lender agrees to purchase participations in such Letters of Credit as more fully set forth in Section 2.18. Notwithstanding the foregoing, at no time shall (A) the Dollar Amount Outstanding Credits for any Tranche exceed the aggregate amount of the Lenders' Commitments for such Tranche, (B) any Lender's Outstanding Credits for any Tranche exceed the amount of such Lender’s 's Commitment for such Tranche, (C) any Fronting Bank make any Extension of Credit relating to a Letter of Credit if such Extension of Credit would cause (x) the aggregate amount of Outstanding Revolving Credit under Credits for any Tranche to exceed the Revolving aggregate amount of the Lenders' Commitments exceeding for such Lender’s Revolving Commitment Tranche, or (By) the Dollar Amount aggregate LC Outstandings for such Tranche relating to such Fronting Bank to exceed such Fronting Bank's LC Fronting Bank Commitment for such Tranche and (D) any Extension of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall Credit be made as part to Delivery if such Extension of a Borrowing consisting Credit would cause the amount of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender Outstanding Credits to make any Revolving Loan required Delivery to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classexceed $2,000,000,000.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each (i) US Dollar Tranche Revolving Lender agrees to make US Dollar Tranche Revolving Loans denominated in US Dollars to the Company, LOHLP, MFE and any Additional Borrower borrowing in US Dollars, (ii) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in US Dollars to the Company, LOHLP, MFE and any Additional Borrower borrowing in US Dollars, (iii) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Canadian Dollars to BBWC, (iv) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Pounds Sterling to VSUK, (v) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Hong Kong Dollars to LBFA, (vi) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in Euros to LOHLP and VSUK, (vii) Multicurrency Tranche Revolving Lender agrees to make Multicurrency Tranche Revolving Loans denominated in any other Permitted Foreign Currency with respect to the Multicurrency Tranche Revolving Commitments to the applicable Borrower, and (viii) Lenders of any other Class agree to make Loans of such Class to the applicable Borrower in any Permitted Foreign Currency permitted with respect to such Class (or, if permitted under such Class of Commitments, in US Dollars) in each case from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that (after giving effect to the making of such Revolving Loans and any other Loans being made or Letters of Credit being issued on the same date and any concurrent repayment of Loans and reimbursement of LC Disbursements) will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or Commitment, (B) the Dollar Amount sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans in Alternative Currencies exceeding the Alternative Currency total Revolving Sublimit. During Commitments, (C) the sum of the total US Dollar Tranche Revolving Commitment Period Exposures plus the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case aggregate principal amount of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving outstanding Competitive Loans made by the US Dollar Tranche Revolving Lenders thereunder ratably in accordance with their respective exceeding the total US Dollar Tranche Revolving Commitments. The failure , (D) the sum of any the total Multicurrency Tranche Revolving Lender to make any Revolving Loan required to be Exposures plus the aggregate principal amount of outstanding Competitive Loans made by it shall not relieve Multicurrency Tranche Revolving Lenders exceeding the total Multicurrency Tranche Revolving Commitments, (E) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Canadian Dollars exceeding CAD100,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (F) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Pounds Sterling exceeding £50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (G) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Hong Kong Dollars exceeding HKD400,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (H) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in Euros exceeding €50,000,000 or such greater amount resulting from an increase pursuant to Section 2.08(d), (I) the sum of the total Multicurrency Tranche Revolving Exposures plus the aggregate principal amount of outstanding Competitive Loans made by Multicurrency Tranche Revolving Lenders in each case denominated in any other Permitted Foreign Currency exceeding the amount set forth in the applicable effective Additional Currency Agreement or such greater amount resulting from an increase pursuant to Section 2.08(d), (J) the sum of the total Revolving Lender Exposures of its obligations hereunder; provided that such Class plus the Revolving aggregate principal amount of outstanding Competitive Loans of such Class exceeding the total Commitments of such Class and (K) the sum of the total Revolving Lenders are several and no Revolving Lender shall be responsible for Exposures of such Class plus the aggregate principal amount of Competitive Loans of such Class, in each case denominated in any other Revolving Lender’s failure Permitted Foreign Currency with respect to make Revolving Loans as required. When more than one Class of Revolving Loans existssuch Class, each Borrowing of Revolving Loans shall be made pro rata across each Classexceeding any limitation set forth in the applicable Incremental Facility Agreement, Local Facility Amendment or Additional Currency Agreement.

Commitments. (a) Subject FACILITY A REVOLVING COMMITMENT. On and after the Closing Date and prior to the Facility A Termination Date, upon the terms and conditions hereof, from time to time during set forth in this Agreement and in reliance upon the Revolving Commitment Period, representations and warranties of Borrower herein set forth: (i) each Revolving Lender severally agrees to make Committed Advances to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orin amounts not to exceed in the aggregate at any one time outstanding the amount of its Facility A Commitment, and (ii) each Lender may, in the case of Revolving its sole discretion, make bids to make Competitive Bid Loans in Dollars, ABR Loans, as determined by to the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 Section 2.03; PROVIDED that (A) if any Competitive Bid Loans are outstanding and/or any Facility Letters of Credit are issued and 2.05. Each Revolving Loan outstanding or drawn and unreimbursed, the aggregate availability under the Revolving Facility A Commitments of the Lenders shall be made as part of a Borrowing consisting of Revolving Loans made reduced by the Revolving Lenders thereunder ratably aggregate amount of such Competitive Bid Loans and of such Facility Letters of Credit 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 accordance with their respective Revolving Commitmentsits Pro Rata Share, and (B) in no event may the aggregate principal amount of all outstanding Facility A Advances, Competitive Bid Advances and Swing Line Loans and the aggregate amount of all Facility Letter of Credit Obligations exceed the Aggregate Facility A Commitment; AND PROVIDED FURTHER, HOWEVER, that the outstanding Competitive Bid Advances and Swing Line Loans of any Lender shall not reduce the availability under such Lender's Facility A Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow under Facility A at any time prior to the Facility A Termination Date. The failure of any Revolving Lender Facility A Commitments to make any Revolving Loan required to be made by it lend hereunder shall not relieve any other Revolving Lender of its obligations hereunder; provided that expire on the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassFacility A Termination Date.

Commitments. (a) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, each Lender hereby severally agrees to lend to Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees period from the Closing Date to but excluding the Expiry Date its Pro Rata Share of the aggregate Commitments (as defined below) to be used for the purposes identified in subsection 2.5A. Each Lender's commitment to make Loans to Borrower pursuant to this subsection 2.1A is herein called its "Commitment" and such commitments of all Lenders in the aggregate are herein called the "Commitments". The original amount of each Lender's Commitment is set forth on Schedule 1.1B annexed hereto and the aggregate initial amount of the Commitments is $30,000,000. Each Lender's Commitment shall expire on the Expiry Date and all Loans and all other amounts owed hereunder with respect to the Borrower revolving credit loans denominated Loans shall be paid in Dollars full no later than that date; provided that each Lender's Commitment shall expire immediately and without further action on October 31, 1995 if the Final Borrowing Order is not entered on or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount before that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofdate. The Revolving Loans may from time to time be Eurocurrency Loans or, in amount of the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made reduced by the Revolving Lenders thereunder ratably amount of all reductions thereof made pursuant to subsection 2.4F through the date of determination. In no event shall the aggregate outstanding principal amount of the Loans from any Lender at any time exceed its Commitment then in accordance with their respective Revolving Commitmentseffect. The failure of any Revolving Lender Subject to make any Revolving Loan required to subsection 2.6D, all Loans under this Agree- ment shall be made by Lenders simultaneously and proportionately to their Pro Rata Shares, it shall not relieve any other Revolving Lender of its obligations hereunder; provided being understood that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any default by any other Revolving Lender in that other Lender’s failure 's obligation to make Revolving Loans hereunder nor shall the Commitment of any Lender be increased or decreased as requireda result of the default by any other Lender in that other Lender's obligation to make Loans hereunder. When more than one Class Notwithstanding the foregoing provisions of Revolving Loans existsthis subsection 2.1A and the provisions of subsection 2.1B, each Borrowing the extensions of Revolving Loans credit under the Commitments shall be made pro rata across each Class.subject to the following limitations in the amounts and during the periods indicated:

Commitments. Prior to the Effective Date, certain revolving loans were made to one or more of the Borrowers under the Existing Credit Agreement (aincluding all “Revolving Credit Loans” under (and as defined in) the Existing Credit Agreement) which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving 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 US Tranche Lender (severally and not jointly) agrees to make US Tranche Revolving Loans to the US Borrowers in Dollars from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time in (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) such Lender’s US Tranche Revolving Credit Exposure exceeding such Lender’s US Tranche Commitment or (ii) the sum of the total US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments, (b) each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (Aafter giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Outstanding Global Tranche Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or Global Tranche Commitment, (Bii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the aggregate Global Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans and Global Tranche LC Exposure, in Alternative Currencies each case denominated in Foreign Currencies, exceeding the Alternative Foreign Currency Revolving Sublimit. During Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Revolving Commitment Period Dollar Amount of the Borrower may use the Revolving Commitments by borrowing, prepaying the total outstanding Global Tranche Revolving Loans made and outstanding to the Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) each Tranche A Term Lender with a Tranche A Term Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the Company in whole or Dollars on the Effective Date, in partan amount equal to such Lender’s Tranche A Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. Upon the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable, (a) Subject to each Revolving Lender severally and not jointly agrees, on the terms and conditions hereofset forth in this Agreement, during the Availability Period, to (i) make Revolving Loans to the Borrower from time to time during and (ii) participate in Facility LCs issued upon the Revolving Commitment Periodrequest of the Borrower, in each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) case in an aggregate principal amount that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Revolving Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (B) Loan Commitment; provided that at no time shall the Dollar Amount of Aggregate Outstanding Revolving Loans in Alternative Currencies exceeding Credit Exposure hereunder exceed the Alternative Currency Aggregate Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partLoan Commitment, and reborrowing(b) each Term Lender with a Term Loan Commitment severally and not jointly agrees, all in accordance with on the terms and conditions hereof. The Revolving Loans may from time set forth in this Agreement, to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by make a Term Loan to the Borrower and notified on the Closing Date in an amount equal to such Term Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent in accordance with Sections 2.03 Agent’s designated account not later than the time specified by the Administrative Agent. Subject to the terms of this Agreement, the Borrower may borrow, repay and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of reborrow Revolving Loans made by at any time during the Revolving Lenders thereunder ratably Availability Period. Amounts repaid or prepaid in accordance with their respective Revolving Commitmentsrespect of Term Loans may not be reborrowed. The failure commitment of any Revolving each Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make lend Revolving Loans as requiredhereunder shall automatically expire on the Maturity Date and the commitment of each Lender to lend Term Loans hereunder shall terminate at 3:00 p.m. (New York City time) on the Closing Date. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassThe LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.20.

Commitments. (a) Subject to the terms and conditions hereofof 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 below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to maintain or to lend to Company, as the case may be, from time to time during the period from the Restatement Effective Date to but excluding the Revolving Loan Commitment PeriodTermination Date, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at exceeding its Pro Rata Share of the time aggregate amount of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Loan Commitments exceeding such Lender’s Revolving Commitment or (B) to be used for the Dollar Amount of purposes identified in subsection 2.5A. Company acknowledges and confirms that each Existing Lender holds Existing Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimitrespective principal amounts outstanding prior to the Restatement Effective Date set forth opposite its name on Schedule 2.1 annexed hereto. During The aggregate amount of the Revolving Commitment Period Loan Commitments as of the Borrower may use Restatement Effective Date is $50,000,000; provided that the Revolving Loan Commitments by borrowing, prepaying 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 in whole or in part, and reborrowing, all (2) reaffirms its obligation to pay such Existing Revolving Loans in accordance with the terms and conditions hereofof this Agreement and the other Loan Documents. The Based on the foregoing, (A) Company and each Lender agree that the Existing Revolving Loans may from time and any amounts owed (whether or not presently due and payable, and including all interest accrued to time the Restatement Effective Date (which shall be Eurocurrency payable on the next Interest Payment Date with respect to the Revolving Loans orto 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 the case respect of Revolving Loans in Dollars, ABR Loans, as determined by hereunder. Each Lender's Revolving Loan Commitment shall expire on the Borrower Revolving Loan Commitment Termination Date and notified all Revolving Loans and all other amounts owed hereunder with respect to the Administrative Agent in accordance with Sections 2.03 Revolving Loans and 2.05. Each the Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of 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 Revolving Loans made by and the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure subject to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.the following limitations in the amounts and during the periods indicated:

Commitments. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees, severally and not jointly, to re-evidence and/or continue funding a Term Loan to the Borrower on the Second Restatement Date in a principal amount not to exceed its Term Loan Commitment, and all or a portion of the Term Loans under the First Restated Credit Agreement and outstanding on the Second Restatement Date shall be re-evidenced and continued as Term Loans hereunder, (b) each Revolving Credit Lender agrees, severally and not jointly, to re-evidence and/or fund Revolving Loans to the Borrower, at any time and from time to time during after the Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment Periodof such Revolving Credit Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment, and all Revolving Loans and Revolving Credit Commitments under the 2005 Credit Agreement outstanding on the Closing Date were re-evidenced on the Closing Date as Revolving Loans and Revolving Credit Commitments under the Existing Credit Agreement, provided that notwithstanding the foregoing, and only with respect to Revolving Loans funded on the Closing Date, the Borrower was permitted to request Revolving Loans on the Closing Date to the extent the Borrower had, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Closing Date, and (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or continue funding its Credit-Linked Deposit with the Deposit Bank on the Second Restatement Date in Alternative Currencies exceeding accordance with Section 2.24, and all or a portion of the Alternative Currency Revolving SublimitCredit-Linked Deposits under the First Restated Credit Agreement outstanding on the Second Restatement Date shall be re-evidenced and continued as Credit-Linked Deposits hereunder. During Within the Revolving Commitment Period limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may use the borrow, pay or prepay and reborrow Revolving Commitments by borrowing, prepaying the Revolving Loans Loans. Amounts paid or prepaid in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (a) such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.08, 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 Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or Commitment, (Bii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in Alternative Currencies each case denominated in Foreign Currencies, exceeding the Alternative Foreign Currency Revolving Sublimit. During Sublimit and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Revolving Borrowers denominated in Dollars on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment Period by making immediately available funds available to the Borrower may use Administrative Agent’s designated account, not later than the Revolving Commitments time specified by borrowing, prepaying the Revolving Loans in whole or in part, Administrative Agent Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05reborrowed. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.CH\2082905.9

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Standby Loans to the Borrowers, at any time and from time to time during on and after the Revolving date hereof and until the earlier of the Maturity Date and the termination of the Commitment Periodof such Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an the Alternative Currency (“Revolving Loans”) 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 name in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofSchedule 2.01. The Revolving Loans Commitments may be terminated or reduced from time to time be Eurocurrency Loans orpursuant to Section 2.11. Within the foregoing limits, in the case of Revolving Loans in DollarsBorrowers may borrow, ABR Loanspay or prepay and reborrow hereunder, as determined by on and after the Borrower date hereof and notified prior to the Administrative Agent in accordance with Sections 2.03 Maturity Date, subject to the terms, conditions and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classlimitations set forth herein.

Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans denominated in Dollars (“Dollar Revolving Loans”) to any of the Borrowers from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Period in an aggregate principal amount that will not result at the any one time of such Borrowing in (A) the Dollar Amount of outstanding which, when added to such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding 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 Commitment or (B) 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 Amount Revolving Loan to such Foreign Borrower if, after making such Dollar Revolving Loan, the aggregate Foreign Borrower Exposure of Revolving Loans all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in Alternative Currencies exceeding the Alternative Currency Revolving Sublimiteffect. During the Revolving Commitment Period Period, any of the Borrower Borrowers may use the Revolving Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Dollar Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that provided, that, the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Dollar Revolving Loans as required. When more than one Class of The Dollar Revolving Loans existsmay from time to time be Eurocurrency Loans or ABR Loans, each as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(a) and 2.18; provided, that, any Borrowing of Revolving Loans made on the Closing Date shall be made pro rata across each Classas ABR Loans unless the applicable Borrower delivers a funding indemnity letter, in form and substance satisfactory to the Administrative Agent, not less than three (3) Business Days prior to the date of such Borrowing.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Aa) the Dollar Amount of such LenderXxxxxx’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (Bb) the Dollar Amount sum of the total Revolving Loans in Alternative Currencies Credit Exposures exceeding the Alternative Currency Revolving Sublimit. During Aggregate Commitment; provided that it is understood and agreed that, (x) prior to the Revolving Commitment Period Restatement Effective Date, certain revolving loans were previously made to the Borrower may use under the Revolving Commitments by borrowingExisting Credit Agreement which remain outstanding as of the Restatement Effective Date (such outstanding loans being hereinafter referred to as the “Existing Loans”), prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with (y) subject to the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orset forth in this Agreement, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified each of the Lenders agree that on the Restatement Effective Date but subject to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments satisfaction of the Revolving Lenders are several reallocation and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans existstransactions described in Section 1.06, each Borrowing of Revolving the Existing Loans shall be made pro rata across reevidenced as Revolving Loans under this Agreement, the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (z) subject to the terms and conditions set forth herein, each ClassLender severally and not jointly agrees to the reallocation and other transactions described in Section 1.06 and (other than any Lender holding Existing Loans in an amount not less than its Commitment under this Agreement, which Existing Loans shall constitute Revolving Loans hereunder) agrees to purchase, on the Restatement Effective Date, from any Lender under the Existing Credit Agreement such Existing Loans (which, following such purchase, shall be Revolving Loans hereunder) and to make additional Revolving Loans to Borrower as is necessary to cause each such Lender’s outstanding Revolving Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Revolving Loans on the Restatement Effective Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. SECTION 2.02.

Commitments. (a) Subject Upon and subject to the terms and conditions hereof, (i) each Lender (other than a Non-NAIC Lender) hereby agrees from time to time on any Business Day during the Revolving Commitment PeriodAvailability Period to Issue Letters of Credit as Syndicated Letters of Credit for the account of any Borrower, subject to the terms and conditions of ARTICLE III, (ii) each Revolving Fronting Bank hereby agrees from time to time on any Business Day during the Availability Period to Issue Letters of Credit as Participated Letters of Credit for the account of any Borrower and each Lender severally hereby agrees to purchase participations in the obligations of the such Fronting Bank under Letters of Credit issued by it as Participated Letters of Credit, subject to the terms and conditions of ARTICLE III, (iii) Xxxxx Fargo, in its capacity as a Fronting Bank, hereby agrees from time to time on any Business Day during the Availability Period to Issue the Ratable Share of ING of any Letter of Credit issued as a Syndicated Letter of Credit (and ING hereby agrees to purchase participations in the obligations of Xxxxx Fargo in such capacity in the amount of its Ratable Share of such Letter of Credit), and (iv) each Lender hereby agrees to make to loans (each, a “Loan,” and collectively, the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to any Borrower from time to time on any Business Day during the Availability Period; provided that no Lender shall be obligated to make or participate in an any Credit Extension if, immediately after giving effect thereto, (v) the Credit Exposure of such Lender would exceed its Commitment at such time, (w) the aggregate Credit Exposure would exceed the Aggregate Commitments at such time, (x) with respect to any Credit Extension, the applicable conditions in Section 3.4 or Section 4.2 are not met (y) with respect to any Borrowing of Loans, the aggregate outstanding principal amount that will not result at of Loans would exceed the time of such Borrowing in Revolver Sublimit, or (Az) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar aggregate Stated Amount of Revolving Loans all Letters of Credit denominated in Alternative Currencies exceeding a Foreign Currency would exceed the Alternative Foreign Currency Revolving Sublimit. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partforegoing limits, and reborrowing, all in accordance with subject to and on the terms and conditions hereof. The Revolving Loans , the Borrowers may from time to time be Eurocurrency Loans orborrow, in the case of Revolving Loans in Dollars, ABR repay and reborrow on a revolving basis Loans, as determined by the Borrower and notified may obtain Letters of Credit on a revolving basis to the Administrative Agent in accordance with Sections 2.03 replace Letters of Credit that have expired or that have been drawn upon and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreimbursed.

Commitments. (a) Subject to the terms and conditions hereof, from time to time during and relying upon the Revolving Commitment Periodrepresentations and warranties herein set forth, each Revolving Initial Term Loan Lender severally agrees to make the $35,149,410.58 Initial Term Loan to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) on the Effective Date, in an aggregate principal amount that will not result at equal to the time amount of such Borrowing in (A) the Dollar Amount of such Initial Term Loan Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving SublimitInitial Term Loan Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with Subject to the terms and conditions hereof. The Revolving and relying upon the representations and warranties herein set forth, each Delayed Draw Term Loan Lender severally agrees to, make Delayed Draw Term Loans may to the Borrower at any time and from time to time be Eurocurrency after the Effective Date until the Delayed Draw Term Loan Expiration Date. It is understood and agreed that the entire amount of the Delayed Draw Term Loan Commitment is being drawn and Delayed Draw Term Loans or, in the case amount of Revolving Loans in Dollars, ABR Loans, as determined by $23,000,000 are being made on the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving CommitmentsEffective Date. The failure principal amount of any Revolving Lender to make any Revolving Delayed Draw Term Loan required to be made by it any Delayed Draw Term Loan Lender shall not relieve any exceed such Delayed Draw Term Loan Lender’s remaining unfunded Delayed Draw Term Loan Commitment. The Borrower and the other Revolving Lender of its obligations hereunder; provided Loan Parties acknowledge and agree that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Delayed Draw Term Loans shall be made pro rata across each Classfunded at a discount to their face value; i.e. “original issue discount”, which is payable to the Term Loan Lenders and, as such, the “original issue discount” shall not be remitted to Borrowers on the date hereof. For the avoidance of doubt, such “original issue discount” shall constitute a portion of the outstanding indebtedness evidenced by this Agreement held by the Term Loan Lenders for all other purposes under this Agreement and the other Loan Documents (including determination of interest, the Prepayment Premium and amount due on the Final Maturity Date).

Commitments. (a) Subject to the terms and conditions hereof, from time to time during and relying upon the Revolving Commitment Periodrepresentations and warranties herein set forth, each Revolving Lender agrees, severally agrees and not jointly, (a) to make Tranche A Term Loans to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) on no more than four occasions during the Tranche A Term Loan Availability Period, in an aggregate principal amount that will not result to exceed its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Borrower, on the Restatement Date, in a principal amount not to exceed its Tranche B Commitment, (c) if such Lender has so committed pursuant to Section 2.24, to make Incremental Term Loans to the Borrower on or prior to the Incremental Facility Cutoff Date, in an aggregate amount not to exceed its Incremental Term Loan Commitment, and (d) to make Revolving Loans to the Borrower, at any time and from time to time on or after the time Original Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment. Within the limits set forth in clause (d) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. The Borrower and the Lenders acknowledge that Revolving Loans and Term Loans pursuant to the Original Credit Agreement are outstanding on the Restatement Date and agree that (i) such Revolving Loans and Term Loans shall continue to be outstanding pursuant to the terms and conditions hereof. The Revolving of this Agreement and the other Loan Documents, (ii) the Term Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified that were made pursuant to the Administrative Agent Original Credit Agreement are referred to in accordance with Sections 2.03 this Agreement as "Tranche A Term Loans" and 2.05. Each Revolving Loan under (iii) the Revolving Term Commitments shall be made that remained unused and available immediately prior to the Restatement Date are referred to herein as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving "Tranche A Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class".

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties set forth herein: (a) each Term Lender agrees, severally and not jointly, to (i) make an Initial Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the initial amount of such Term Lender’s Term Loan Commitment (if any), (ii) make a 2018 Incremental Term Loan to the Borrower on the First Incremental Amendment Date in a principal amount not to exceed its 2018 Incremental Term Loan Commitment (if any), (iii) make a 2020 Incremental Term Loan to the Borrower on the Third Incremental Amendment Date in a principal amount not to exceed its 2020 Incremental Term Loan Commitment (if any) and (iv) make a 2021 Incremental Term Loan to the Borrower on the Sixth Amendment Effective Date in a principal amount not to exceed its 2021 Incremental Term Loan Commitment (if any); (b) each Revolving Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during on and after the Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment Periodof such Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or Exposure exceeding such Lxxxxx’s Revolving Commitment; provided that Revolving Loans shall only be made to the Borrower on the Closing Date (Ba) in an amount not to exceed $10,000,000 to fund (i) the Dollar Amount consideration for the Acquisition and Transaction Expenses, (ii) any original issue discount or upfront fees required to be funded on the Closing Date (including in connection with the issuance of Revolving the 2025 Unsecured Notes) and (iii) working capital, and (b) to cash collateralize letters of credit outstanding under the Existing Credit Agreements; and (c) each 2021 Extending Term Lender acknowledges that all of the Initial Term Loans held by such 2021 Extending Lender on the Sixth Amendment Effective Date were converted into 2021 Extended Term Loans as further set forth in Alternative Currencies exceeding the Alternative Currency Revolving SublimitSixth Amendment. During 80 Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Within the Revolving Commitment Period limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, the Borrower may use the borrow, repay or prepay and reborrow Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofLoans. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassSection 2.02.

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly to make Revolving Loans to Borrower, at any time and from time to time during after the Revolving Commitment Period, each Revolving Lender severally agrees to make Closing Date until the earlier of one Business Day prior to the Borrower revolving credit loans denominated Final Maturity Date and the termination of the Commitment of such Lender in Dollars or an Alternative Currency (“Revolving Loans”) accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not (subject to the provisions of Sections 10.10 and 10.11) result at in such Lender’s Revolving Exposure exceeding the time lesser of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or less such Lender’s Pro Rata Percentage of any Line Reserve and (B) such Lender’s Pro Rata Percentage multiplied by the Dollar Amount Borrowing Base then in effect. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans. On the Closing Date and prior to any Borrowing hereunder, each Lender that was not a Lender under the Original Credit Agreement or whose Pro Rata Percentage is increasing from that in effect under the Original Credit Agreement as of the Closing Date (the “Increasing Commitment Lenders”) shall purchase Revolving Loans in Alternative Currencies exceeding from each other Lender on the Alternative Currency Closing Date such that after giving effect to such purchase its outstanding Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying Loans shall equal its Pro Rata Percentage of the Revolving Loans in whole or in part, and reborrowing, of all in accordance with Lenders outstanding as of the terms and conditions hereofClosing Date. The Revolving Loans may from time to time be Eurocurrency Loans or, in Upon the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan Closing Date any lender under the Revolving Commitments Original Credit Agreement that is not a party to this Agreement shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders deemed to have its Commitment thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender and hereunder reduced to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several zero and no Revolving Lender shall be responsible for any other Revolving Lender’s failure promptly paid all amounts owing to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classsuch lender under the Original Credit Agreement.

Commitments. (a) Subject A commitment to the terms make Incremental Term Loans shall become an “Incremental Term Loan Commitment” under this Agreement, and conditions hereof, from time a commitment to time during the participate in a Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (Increase shall become a “Revolving Loans”) Credit Commitment” (or in the case of a Revolving Commitment Increase to be provided by an aggregate principal amount that will not result at the time of such Borrowing existing Lender, an increase in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment) under this Agreement, in any such case, pursuant to a “Commitment and Acceptance” substantially in the form of Exhibit 2.12.1 (a “Commitment and Acceptance”). Any request for a tranche of Incremental Term Loans or a Revolving Commitment Increase shall be made in a written notice given to the Administrative Agent by the Borrower not less than ten Business Days (Bor such other period agreed to between the Administrative Agent and the Borrower) prior to the proposed effective date therefor, which notice shall specify (i) the Dollar Amount amount of Revolving the proposed tranche of Incremental Term Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During or the Revolving Commitment Period Increase, as the Borrower case may use be, (ii) the Revolving Commitments by borrowingproposed effective date thereof and (iii) with respect to Incremental Term Loans only, prepaying the Revolving proposed interest rate or rates and proposed amortization with respect thereto. Incremental Term Loans in whole or in partmay be made, and reborrowingRevolving Commitment Increases may be provided, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orby any existing Lender (an “Increasing Lender”) or by any other bank or other financial institution (any such other bank or other financial institution, in the case of Revolving Loans in Dollars, ABR Loans, a “New Lender”) as determined by the Administrative Agent and the Borrower. The Administrative Agent shall notify the Borrower and notified the Lenders on or before the Business Day immediately prior to the proposed effective date of the tranche of Incremental Term Loan Commitments (and the related Incremental Term Loans) or the Revolving Commitment Increase, of the amount of each Lender's and New Lender’s Incremental Term Loan Commitment or new or increased Revolving Credit Commitment, as applicable, and the resulting aggregate amount of the tranche of Incremental Term Loan Commitments (and the related Incremental Term Loans) or the amount of the aggregate Revolving Credit Commitments, as the case may be, which amount shall be effective on the following Business Day, subject to the satisfaction of the conditions set forth in this Section 2.12. The Borrower, the Administrative Agent and each New Lender or Increasing Lender that shall have agreed to provide a “Commitment” in accordance with Sections 2.03 support of such Incremental Term Loans or Revolving Commitment Increase shall execute and 2.05. Each Revolving Loan under deliver a Commitment and Acceptance on or prior to the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassIncrease Effective Date (defined below).

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (a) if such Lender has a Term Loan Commitment, to make a Term Loan to the Borrower on the Restatement Date in a principal amount not to exceed its Term Loan Commitment, (b) if such Lender has a Revolving Credit Commitment, to make Revolving Loans to the Borrower, at any time and from time to time during on or after the Closing Date and prior the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment Periodof such Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment Credit Commitment, and (c) if such lender has an Incremental Term Loan Commitment, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or (B) prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. The Borrower and the Dollar Amount Lenders acknowledge the making of Revolving Loans in Alternative Currencies exceeding prior to the Alternative Currency Revolving Sublimit. During Restatement Date under the Revolving Commitment Period Existing Credit Agreement and agree, to the Borrower may use extent outstanding on the Revolving Commitments by borrowingRestatement Date, prepaying the such Revolving Loans in whole or in part, and reborrowing, all in accordance with shall continue to be outstanding pursuant to the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in of this Agreement and the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving other Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassDocuments.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (a) each Term Lender severally agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Term Commitment (the “Term Facility”), (b) [reserved], (c) each U.S. Revolving Lender severally agrees to make U.S. Revolving Loans to the Borrower denominated in dollars from time to time during the Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s U.S. Revolving Exposure exceeding such Lender’s U.S. Revolving Commitment Period(the “U.S. Revolving Facility”); provided, however, that, after giving effect to any Borrowing of U.S. Revolving Loans, the aggregate principal amount of all outstanding U.S. Revolving Exposure shall not exceed the aggregate principal amount of the U.S. Revolving Commitments and (d) each Sterling Revolving Lender severally agrees to make Sterling Revolving Loans to the Borrower revolving credit loans denominated in Dollars dollars or an Alternative Currency (“Sterling from time to time during the Revolving Loans”) Availability Period in an aggregate principal amount that which will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Sterling Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Sterling Revolving Commitment or (B) the Dollar Amount “Sterling Revolving Facility”); provided, however, that, after giving effect to any Borrowing of Sterling Revolving Loans in Alternative Currencies exceeding Loans, the Alternative Currency aggregate principal amount of all outstanding Sterling Revolving SublimitExposure shall not exceed the aggregate principal amount of the Sterling Revolving Commitments. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Term Loans or Incremental Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein and in the First Restatement Agreement, each Lender (a) has made Tranche A Term Loans denominated in dollars to the Borrower as set forth in the First Restatement Agreement, (b) [reserved], (c) agrees to make Revolving Loans denominated in dollars to each Borrower from time to time time, in each case during the Revolving Commitment Availability Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Dollar Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Dollar Revolving Commitment or the Aggregate Dollar Revolving Exposure exceeding the Aggregate Dollar Revolving Commitment and (Bd) the Dollar Amount of agrees to make Revolving Loans denominated in Alternative Currencies dollars or in any Permitted Foreign Currency to each Borrower from time to time, in each case during the Revolving Availability Period, in an aggregate principal amount that will not result in such Lender’s Multi-Currency Revolving Exposure exceeding such Lender’s Multi-Currency Revolving Commitment or the Aggregate Multi-Currency Revolving Exposure exceeding the Alternative Aggregate Multi-Currency Revolving SublimitCommitment. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, each of the Borrowers may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Term Loans may from time not be reborrowed. Notwithstanding anything to time the contrary contained herein, the funded portion of each Tranche A Term Loan that was advanced in cash to the Borrower was less than 100.00% of the principal amount of such Tranche A Term Loan (but it is agreed that the Borrower shall be Eurocurrency obligated to repay 100.00% of the principal amount of each such Tranche A Term Loan, the Tranche A Term Loans orshall amortize based on 100.00% of the principal amount of each Tranche A Term Loan and interest shall accrue on 100.00% of the principal amount of each such Tranche A Term Loan, in the each case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classherein).

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, (i) each Revolving A Lender agrees, severally and not jointly, to make Revolving A Loans to the Borrower, at any time and from time to time during after the Second Restatement Effective Date, and until the earlier of the Revolving A Credit Maturity Date and the termination of the Revolving A Credit Commitment Periodof such Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of such Borrowing in (Ax) the Dollar Amount of such Lender’s Outstanding Revolving A Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving A Credit Commitment or (By) the Dollar Amount aggregate amount of the Revolving Loans in Alternative Currencies A Credit Exposure exceeding the Alternative Currency Revolving Sublimit. During aggregate amount of the Revolving Commitment Period A Credit Commitments, and (ii) each Revolving B Lender agrees, severally and not jointly, to make Revolving B Loans to the Borrower may use Borrower, at any time and from time to time after the Second Restatement Effective Date, and until the earlier of the Revolving Commitments by borrowing, prepaying B Credit Maturity Date and the termination of the Revolving Loans in whole or in part, and reborrowing, all B Credit Commitment of such Lender in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in an aggregate principal amount at any time outstanding that will not result in (x) such Lender’s Revolving B Credit Exposure exceeding such Lender’s Revolving B Credit Commitment or (y) the case aggregate amount of the Revolving Loans B Credit Exposure exceeding the aggregate amount of the Revolving B Credit Commitments. Within the limits set forth in Dollarsthe preceding sentence and subject to the terms, ABR Loansconditions and limitations set forth herein, as determined by the Borrower may borrow, pay or prepay and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each reborrow Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunderLoans; provided that until the Revolving A Credit Maturity Date, any such borrowing, payment, prepayment or reborrowing shall be allocated ratably according to the Aggregate Pro Rata Percentages of each Revolving Credit Lender without regard to the tranche of Revolving Credit Commitments held by such Revolving Credit Lender. For the avoidance of doubt, commencing on the Second Restatement Effective Date, (i) each Revolving Lenders are several and no Credit Commitment of an Extending Revolving Credit Lender shall be responsible treated for any other all purposes as a Revolving Lender’s failure to make B Credit Commitment and (ii) each Revolving Loans as required. When more than one Class Credit Commitment of a Non-Extending Revolving Loans exists, each Borrowing of Revolving Loans Credit Lender shall be made pro rata across each Classtreated for all purposes as a Revolving A Credit Commitment.

Commitments. (a) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Borrowers herein set forth, each Lender hereby severally agrees to lend to Borrowers from time to time during the Revolving period from the Closing Date to but excluding the Commitment PeriodTermination Date, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in on a joint and several basis, an aggregate principal amount that will not result at exceeding its Pro Rata Share of the time aggregate amount of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Loan Commitments exceeding such to be used for the purposes identified in subsection 2.5A. The original amount of each Lender’s 's Revolving Loan Commitment or (B) is set forth opposite its name on Schedule 2.1 annexed hereto and the Dollar Amount aggregate original amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Loan Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunderis $140,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Lenders are several Loan Commitments pursuant to subsection 10.1B; and no provided, further that the amount of the Revolving Lender Loan Commitments shall be responsible for reduced from time to time by the amount of any other reductions thereto made pursuant to subsections 2.4A(ii), 2.4B(ii) and 2.4B(iii). Each Lender's Revolving Lender’s failure to make Loan Commitment shall expire on the Commitment Termination Date and all Revolving Loans as requiredand all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on April 30, 1998 if the initial Revolving Loans are not made on or before that date. When more than one Class Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loans exists, each Borrowing of Loan Commitments at any time exceed the Revolving Loans shall be made pro rata across each ClassLoan Commitments then in effect.

Commitments. (a) Subject to the terms and conditions hereof, from time to time during and relying upon the Revolving Commitment Periodrepresentations and warranties herein set forth, each Revolving Lender party hereto on the Closing Date agrees, severally agrees and not jointly, to make a Term Loan in Dollars to the Borrower revolving credit loans denominated on the Closing Date as set forth herein in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate the principal amount that will not result at to exceed its Term Loan Commitment on the time of such Borrowing in Closing Date. (Ab) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with Subject to the terms and conditions hereof. The Revolving Loans may from time of the Aleris Increase Joinder Amendment (including the conditions precedent set forth in Section 5 of the Aleris Increase Joinder Amendment) and this Agreement and relying upon the representations and warranties therein and herein set forth, each Aleris Incremental Term Lender agrees, severally and not jointly, to time be Eurocurrency Loans ormake an Aleris Incremental Term Loan in Dollars to Novelis Acquisitions on the Aleris Incremental Funding Date as set forth herein and in the Aleris Increase Joinder Amendment, in the case of Revolving Loans in Dollars, ABR Loans, as determined by principal amount not to exceed its Aleris Incremental Term Loan Commitment on the Borrower and notified Aleris Incremental Funding Date. (c) Subject to the Administrative Agent terms and conditions and relying upon the representations and warranties set forth in accordance with Sections 2.03 the any Increase Joinder and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving this Agreement, each Additional Lender signatory to such Increase Joinder agrees, severally and not jointly, to make any Revolving a Term Loan required in Dollars to the Co-Borrower specified in such Increase Joinder on the funding date set forth in such Increase Joinder in the principal amount not to exceed the Incremental Term Loan Commitment specified in such Increase Joinder. (d) Amounts paid or prepaid in respect of Term Loans may not be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as requiredreborrowed. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.Section 2.02

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Aa) the Dollar Amount of such Lender’s Outstanding 's Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Revolving Loan Commitment or (Bb) the Dollar Amount sum of the total Revolving Loans in Alternative Currencies Credit Exposures exceeding the Alternative Currency total Revolving SublimitLoan Commitments. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with Subject to the terms and conditions hereof, each Lender severally agrees to make a Term Loan to the Borrower on the Effective Date in the principal amount of such Lender's Term Loan Commitment. The Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Each Lender's agreement to make Revolving Loans may from time denominated in Foreign Currency and to time be Eurocurrency Loans or, issue and participate in the case Foreign Currency Letters of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified Credit is subject to (1) such Foreign Currency being readily available to the Administrative Agent and to all Lenders and being freely transferable and freely convertible to dollars in accordance the London foreign exchange market, and (2) Reuters (or any successor thereto) reporting a LIBO Rate for such Foreign Currency (with Sections 2.03 a BBSY rate for Australian dollars and 2.05CDOR for Canadian dollars) relating to the applicable Interest Period. Each Revolving Loan under In no event shall (x) the Revolving Commitments shall be made as part of a Borrowing consisting aggregate amount of Revolving Loans made by denominated in Foreign Currency plus the LC Exposure for Foreign Currency Letters of Credit exceed the Foreign Currency Sublimit, or (y) any Lender's Revolving Credit Exposure for Revolving Loans denominated in Foreign Currency plus such Lender's LC Exposure for Foreign Currency Letters of Credit exceed such Lender's Foreign Currency Commitment, in each case determined on each Currency Valuation Date. Pursuant to Chapter 346 (“Chapter 346”) of the Texas Credit Code, the Borrower, the Administrative Agent and the Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender expressly agree that Chapter 346 shall not apply to make the Notes or to any Revolving Loan required to be made evidenced by it shall not relieve the Notes and that neither the Notes nor any other such Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender Loan shall be responsible for governed by or subject to the provisions of Chapter 346 in any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classmanner whatsoever.

Commitments. (a) Subject to the terms and conditions hereofset forth herein and in the Amendment and Restatement Agreement, (a) each Lender listed on Schedule 1 to the Amendment and Restatement Agreement agrees to make a Tranche B-1 Term Loan in U.S. Dollars to the Borrower on the Restatement Effective Date in a principal amount not exceeding its Tranche B-1 Commitment or to convert such Lender’s Original Tranche B Term Loans into Tranche B-1 Term Loans on the Restatement Effective Date (in each case, as provided in the Amendment and Restatement Agreement) and (b) each Lender having a Revolving Commitment agrees (i) to make Global Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated Availability Period in U.S. Dollars or an in any Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Global Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Global Revolving Commitment or and (Bii) the Dollar Amount of to make U.S. Revolving Loans to the Borrower from time to time during the Revolving Availability Period in Alternative Currencies U.S. Dollars in an aggregate principal amount that will not result in such Lender’s U.S. Revolving Exposure exceeding the such Lender’s U.S. Revolving Commitment, provided that no Global Revolving Loan shall be made in an Alternative Currency if, after the making of such Global Revolving Sublimit. During Loan, the Revolving Commitment Period U.S. Dollar Equivalent of the Borrower may use the Revolving Commitments by borrowing, prepaying the aggregate principal amount of outstanding Global Revolving Loans denominated in whole or in part, an Alternative Currency would exceed $50,000,000. Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid or prepaid in respect of Term Loans may from time to time not be Eurocurrency reborrowed. All Term Loans, Revolving Loans, Swingline Loans orand Letters of Credit outstanding under the 2005 Credit Agreement on the Restatement Effective Date shall remain outstanding hereunder on the terms set forth herein, except as otherwise provided herein and in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower Amendment and notified Restatement Agreement with respect to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassOriginal Tranche B Term Loans.

Commitments. (a) Subject to the terms and conditions hereofset ----------- forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the Borrowers on the Restatement Effective Date in a principal amount equal to its Tranche B Commitment, (b) to make Revolving Term Loans to the Borrowers from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Term Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Revolving Credit under the Revolving Commitments Term Exposure exceeding such Lender’s 's Revolving Term Commitment or and (Bc) to make Revolving Credit Loans to the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During Borrowers from time to time during the Revolving Commitment Credit Availability Period in an aggregate principal amount that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment. Within the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may (i) during the Revolving Credit Availability Period, borrow, prepay and reborrow Revolving Credit Loans and (ii) during the Revolving Term Availability Period, borrow, prepay and reborrow Revolving Term Loans. The Revolving Amounts repaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. Prior to the Effective Date, certain revolving loans and term loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (a) such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the Borrower 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 Revolving Loans and Term Loans, as applicable, 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 Revolving Lender agrees to make Revolving Loans in dollars to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (Bii) the Dollar Amount of total Revolving Loans in Alternative Currencies Exposures exceeding the Alternative Currency sum of the total Revolving Sublimit. During the Revolving Commitments, (b) each Term Lender with a Tranche A Term Loan Commitment Period agrees to make a Tranche A Term Loan in dollars to the Borrower may use on the Revolving Commitments Effective Date, in an amount equal to such Lender’s Tranche A Term Loan Commitment by borrowingmaking immediately available funds available to the Administrative Agent’s designated account, prepaying not later than the Revolving Loans time specified by the Administrative Agent and (c) each Term Lender with a Tranche B Term Loan Commitment agrees to make a Tranche B Term Loan in whole or dollars to the Borrower on the Effective Date, in partan amount equal to such Lender’s Tranche B Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts prepaid or repaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (i) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Borrower in Dollars at any time and from time to time during after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Initial Revolving Credit Commitment Period, each of such Initial Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The ; provided that, after giving effect to any Borrowing of Initial Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part Outstanding Amount of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other such Initial Revolving Lender’s failure Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to make the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans as requiredmay not be reborrowed. When more than one Class On the Second Amendment Effective Date, an aggregate principal amount of Revolving $100,000,000 of Term Loans exists(the “Specified Existing Term Loans”) held by Crossholder Lenders shall be purchased by Parent, each Borrowing of Revolving which Specified Term Loans shall be made pro rata across each Class(A) immediately contributed by Parent to Intermediate Parent, (B) immediately thereafter contributed by Intermediate Parent to Holdings, and (C) immediately thereafter contributed by Holdings to the Borrower, and immediately thereafter the Specified Existing Term Loans shall be automatically and immediately cancelled (without the need for any action by any Person) pursuant to the Crossholder Lender Term Loan Exchange and Cancellation. After the Second Amendment Effective Date, it is anticipated that an additional aggregate principal amount not exceeding $650,000 of Term Loans (the “Subsequent Specified Existing Term Loans”) held by the Specified Crossholder Lenders may be purchased by Parent, and upon such purchase the Subsequent Specified Existing Term Loans will be (A) immediately contributed by Parent to Intermediate Parent, (B) immediately thereafter contributed by Intermediate Parent to Holdings, and (C) immediately thereafter contributed by Holdings to the Borrower, and immediately thereafter the Subsequent Specified Existing Term Loans shall be automatically and immediately cancelled (without the need for any action by any Person) (the foregoing transactions with respect to the Subsequent Specified Existing Term Loans, the “Subsequent Crossholder Lender Term Loan Exchange and Cancellation”).

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees (a) to make a Tranche A Term Loan to the Initial Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Initial Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (c) to make Revolving Loans to the Initial Borrower on the Effective Date in a principal amount not to exceed such Lender's Applicable Percentage of $15,000,000 and (d) to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Revolving Commitment or (B) Commitment. Within the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Amounts repaid in respect of Term Loans may not be reborrowed. On the Effective Date, immediately after the making of the Term Loans and the Revolving Loans may from time referred to time be Eurocurrency Loans orin clauses (a), in the case of Revolving Loans in Dollars, ABR Loans, as determined (b) and (c) above by the Borrower and notified Lenders to the Administrative Agent in accordance with Sections 2.03 Initial Borrower, and 2.05. Each Revolving Loan the consummation of the Mid-Am Contribution, the Borrower shall assume the obligations of the Initial Borrower under this Agreement and thereafter the Initial Borrower shall have no further rights or obligations under the Revolving Commitments Loan Documents with respect to Borrowings received by it on the Effective Date, provided that, after the Effective Date, the Initial Borrower shall be made as part of a Borrowing consisting of Revolving Loans made by remain liable (a) with respect to the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be representations and warranties made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that hereunder on the Revolving Commitments of Effective Date and (b) with respect to the Revolving Lenders are several affirmative covenants made by it pursuant to Sections 5.11 and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class5.13.

Commitments. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties set forth herein, (a) each Term Lender agrees, severally and not jointly, to re-evidence and/or fund a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment, and all Term Loans under the Existing NRG Credit Agreement and outstanding on the Closing Date shall be re-evidenced as Term Loans hereunder, (b) each Revolving Credit Lender agrees, severally and not jointly, to re-evidence and/or fund Revolving Loans to the Borrower, at any time and from time to time during after the Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment Periodof such Revolving Credit Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment, and all Revolving Loans in Alternative Currencies exceeding and Revolving Credit Commitments under the Alternative Currency Revolving Sublimit. During Existing NRG Credit Agreement outstanding on the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Closing Date shall be re-evidenced as Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Credit Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that notwithstanding the foregoing, and only with respect to Revolving Loans to be funded on the Closing Date, the Borrower may request Revolving Loans on the Closing Date to the extent the Borrower has, after giving effect to such Borrowing, unrestricted domestic cash and unfunded Revolving Credit Commitments of more than $1,000,000,000 on the Revolving Lenders are several Closing Date, and no Revolving (c) each Funded L/C Lender agrees, severally and not jointly, to re-evidence and/or fund its Credit-Linked Deposit with the Deposit Bank on the Closing Date in accordance with Section 2.24, and all Credit-Linked Deposits under the Existing NRG Credit Agreement outstanding on the Closing Date shall be responsible for any other re-evidenced as Credit-Linked Deposits hereunder. Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Lender’s failure to make Revolving Loans. Amounts paid or prepaid in respect of Term Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall may not be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender agrees (a) to make an Asset Sale Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Asset Sale Term Loan Commitment, (b) to make Tranche A Term Loans to the Borrower from time to time during the Tranche A Availability Period in an aggregate principal amount not exceeding its Tranche A Commitment; provided that not less than the lesser of (i) $1,250,000,000 of the aggregate Tranche A Commitments or (ii) the outstanding Tranche A Commitments shall be drawn on the Effective Date, (c) to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (d) to make a Tranche C Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche C Commitment, (e) to make a Tranche D Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche D Commitment and (f) to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Revolving Commitment or (B) Commitment. Within the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and express conditions hereofset forth herein, (a) each applicable Term Lender severally agrees to make a Term Loan to the Borrower on the Closing Date in Dollars in an aggregate principal amount equal to its Term Commitment and (b) each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated Availability Period in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount such that its Revolving Exposure will not result at exceed its Revolving Commitment. Within the time of such Borrowing in (A) foregoing limits and subject to the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period terms and express conditions set forth herein, the Borrower may use the Revolving Commitments by borrowingborrow, prepaying the prepay and reborrow Revolving Loans (without premium or penalty except as set forth in whole Section 2.16). Amounts repaid or prepaid in partrespect of Term Loans may not be reborrowed. The Term Commitments will terminate in full upon the making of the Loans referred to in clause (a) above. The Initial Term Loans funded on the Closing Date will be funded with original issue discount in an amount equal to 99.75% of the par principal amount thereof (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of the Initial Term Loans and interest shall accrue on 100% of the principal amount of the Initial Term Loans, and reborrowing, all in accordance with each case as provided herein). Subject to the terms and conditions hereofhereof and of the First Incremental Credit Facility Amendment, the 2019 Incremental Lender named in the First Incremental Credit Facility Amendment agrees to make a 2019 Incremental Funding Term Loan to the Borrower in a single drawing on the First Amendment Funding Date in Dollars and in an amount not to exceed the amount of the 2019 Incremental Funding Term Loan Commitment on the First Amendment Funding Date. Amounts repaid or prepaid in respect of 2019 Incremental Term Loans may not be reborrowed. The Revolving 2019 Incremental Funding Term Loan Commitment will terminate in full upon the drawing of the 2019 Incremental Funding Term Loans may from time on the First Amendment Funding Date referred to time in clause (i) of the first sentence of this paragraph above. The 2019 Incremental Funding Term Loans funded on the First Amendment Funding Date will be Eurocurrency funded with original issue discount in an amount equal to 0.25% of the par principal amount thereof (it being agreed that the Borrower shall be obligated to repay 100% of the principal amount of the 2019 Incremental Term Loans orand interest shall accrue on 100% of the principal amount of the 2019 Incremental Term Loans, in the each case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classherein).

Commitments. (a) Subject Upon and subject to the terms and conditions hereof, (i) each Tranche 1 Lender hereby agrees from time to time on any Business Day during the Revolving Commitment PeriodAvailability Period to Issue Tranche 1 Letters of Credit as Syndicated Letters of Credit for the account of any Account Party, subject to the terms and conditions of Article III; (ii) each Revolving Fronting Bank, upon the request of any Account Party, hereby agrees from time to time on any Business Day during the Availability Period to Issue Tranche 1 Letters of Credit as Participated Letters of Credit for the account of any Account Party and each Tranche 1 Lender severally hereby agrees to purchase participations in the obligations of such Fronting Bank under Tranche 1 Letters of Credit issued as Participated Letters of Credit, subject to the terms and conditions of Article III; (iii) Xxxxx Fargo, in its capacity as a Fronting Bank, hereby agrees from time to time on any Business Day during the Availability Period to Issue the Ratable Share of ING of any Tranche 1 Letter of Credit issued as a Syndicated Letter of Credit (and ING hereby agrees to purchase participations in the obligations of Xxxxx Fargo in such capacity in the amount of its Ratable Share of such Tranche 1 Letter of Credit); and (iv) each Tranche 1 Lender hereby agrees to make to loans (each, a “Loan”, and collectively, the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount to one or more of the Borrowers from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Tranche 1 Termination Date; provided that will not result at the time of such Borrowing in (A) no Tranche 1 Lender shall be obligated to make or participate in any Tranche 1 Credit Extension if, immediately after giving effect thereto, (x) the Dollar Amount Tranche 1 Credit Exposure of any Tranche 1 Lender would exceed its Tranche 1 Commitment at such Lender’s Outstanding Revolving time, (y) the aggregate Tranche 1 Credit under Exposure would exceed the Revolving Commitments exceeding aggregate Tranche 1 Commitment at such Lender’s Revolving Commitment time or (z) with respect to the Issuance of Tranche 1 Letters of Credit, the applicable conditions in Section 3.4 are not met; and (B) no Fronting Bank shall be obligated to Issue any Tranche 1 Letter of Credit if any Lender is at that time a Defaulting Lender, unless such Fronting Bank has entered into an arrangement, including the Dollar Amount delivery of Revolving Loans Cash Collateral, satisfactory to such Fronting Bank (in Alternative Currencies exceeding its sole discretion) with the Alternative Currency Revolving Sublimitapplicable Account Party or such Defaulting Lender to eliminate such Fronting Bank’s Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to such Defaulting Lender. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in partforegoing limits, and reborrowing, all in accordance with subject to and on the terms and conditions hereof. The Revolving Loans , the Borrowers may from time to time be Eurocurrency Loans orborrow, in the case of Revolving Loans in Dollars, ABR repay and reborrow Loans, as determined by and the Borrower Account Parties may obtain Tranche 1 Letters of Credit on a revolving basis to replace Tranche 1 Letters of Credit that have expired or that have been drawn upon and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreimbursed.

Commitments. (a) Subject to the terms and conditions hereofset ----------- forth herein, (i) each Working Capital Lender severally agrees to make working capital loans ("Working Capital Loans") to the Borrower from time to time during --------------------- the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at in such Working Capital Lender's Working Capital Exposure exceeding such Working Capital Lender's Working Capital Loan Commitment, (ii) each Lender severally agrees to make term A loans ("Term A Loans") to the Borrower from time of such Borrowing to time ------------ during the Availability Period in (A) the Dollar Amount of an aggregate principal amount not to exceed such Lender’s Outstanding Revolving Credit under 's Term A Loan Commitment, (iii) each Lender severally agrees to make term B loans ("Term B Loans") to the Revolving Commitments exceeding Borrower from time to time during the ------------ Availability Period in an aggregate principal amount not to exceed such Lender’s Revolving Commitment or 's Term B Loan Commitment, (Biv) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period each Lender severally agrees to make term C loans ("Term C Loans") to the Borrower may use from time to time during the Revolving Commitments by borrowing, prepaying the Revolving Loans Availability ------------ Period in whole or in partan aggregate principal amount not to exceed such Lender's Term C Loan Commitment, and reborrowing(v) each Lender severally agrees to make term D loans ("Term D ------ Loans") to the Borrower from time to time during the Availability Period in an ----- aggregate principal amount not to exceed such Lender's Term D Loan Commitment; provided that no Lender shall be required to make any Term Loan if, after giving -------- effect thereto, the sum of the outstanding Term Loans (in each case, after giving effect to the Term Loans requested to be made on such date) exceed the Term Loan Commitments of all in accordance with Lenders. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Working Capital Loans. The Revolving Amounts repaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofherein set forth, each Lender agrees, severally and not jointly, (a) to make an Initial Term Loan to the US Borrower on the Closing Date in a principal amount not to exceed its Initial Term Loan Commitment, (b) to make up to 4 (or such greater number as the Administrative Agent may agree to) Delayed Draw Term Loans to the US Borrower on or prior to the Delayed Draw Expiration Date in a principal amount not to exceed such Lender’s Delayed Draw Term Commitment in effect at such time, (c) to make Revolving Loans to the Borrowers, at any time and from time to time during on and after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment Periodof such Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Credit Commitment or (B) the Dollar Amount Revolving Credit Exposure attributable to the Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit; provided, however, that the aggregate principal amount of Revolving Loans and Swingline Loans made on the Closing Date shall not exceed $200,000,000 and (d) to make a Second-Lien Loan to the US Borrower on the Closing Date in Alternative Currencies exceeding a principal amount not to exceed its Second-Lien Commitment. Within the Alternative Currency limits set forth in clause (c) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving SublimitLoans. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Amounts paid or prepaid in respect of Term Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Second-Lien Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein and, in the 2019 Incremental Assumption Agreement and in the 2020 Incremental Assumption Agreement, (a) each Term Lender agrees to make a Term Loan to the Borrower on the Effective Date denominated in dollars in a principal amount not exceeding its Incremental Term Commitment, (b) each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that which will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or Commitment, (Bc) the Dollar Amount of Revolving each 2019 Incremental Effective Date Term Lender agrees to make 2019 Incremental Effective Date Term Loans in Alternative Currencies exceeding dollars on the Alternative Currency Revolving Sublimit. During 2019 Incremental Effective Date in an aggregate principal amount not to exceed its 2019 Incremental Effective Date Term Loan Commitment; provided that upon the Revolving Commitment Period borrowing of the Borrower may use the Revolving Commitments by borrowing2019 Incremental Effective Date Term Loans, prepaying the Revolving Loans in whole or in partthese shall have identical terms as, and reborrowing, all in accordance with shall automatically be part of the terms same fungible Class as (and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under shall make such modifications to the Revolving Commitments shall be made terms thereof as part of a Borrowing consisting of Revolving reasonably necessary to ensure such fungibility) the Initial Term Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving and, (d) each 2019 Delayed Draw Incremental Term Lender agrees to make 2019 Delayed Draw Incremental Term Loans at any Revolving time during the 2019 Delayed Draw Availability Period in an aggregate amount not to exceed its 2019 Delayed Draw Incremental Term Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunderCommitment; provided that upon the Revolving Commitments borrowing of the Revolving Lenders are several 2019 Delayed Draw Incremental Term Loans, these shall have identical terms as, and no Revolving shall automatically be part of the same fungible Class as (and the Borrower and the Administrative Agent shall make such modifications to the terms thereof as reasonably necessary to ensure such fungibility) the Initial Term Loans and (e) each 2020 Incremental Effective Date Term Lender shall be responsible for any other Revolving Lender’s failure agrees to make Revolving 2020 Incremental Effective Date Term Loans in dollars on the 2020 Incremental Effective Date in an aggregate principal amount not to exceed its 2020 Incremental Effective Date Term Loan Commitment; provided that upon the borrowing of the 2020 Incremental Effective Date Term Loans, these shall have identical terms as, and shall automatically be part of the same fungible Class as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans (and the Borrower and the Administrative Agent shall be made pro rata across each Class.make such modifications to the terms thereof as reasonably necessary to ensure such fungibility)

Commitments. Prior to the Effective Date, certain loans were made to one or more of the Borrowers under the Existing Credit Agreement (aincluding all “Revolving Credit Loans” under (and as defined in) the Existing Credit 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 hereofset forth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.07, 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 US Tranche Lender (severally and not jointly) agrees to make US Tranche Revolving Loans to the US Borrowers in Dollars from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) such Lender’s US Tranche Revolving Credit Exposure exceeding such Lender’s US Tranche Commitment or (ii) the sum of the total US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments, (b) each Global Tranche Lender (severally and not jointly) agrees to make Global Tranche Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Outstanding Global Tranche Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or Global Tranche Commitment, (Bii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Tranche Revolving Credit Exposures exceeding the aggregate Global Tranche Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Global Tranche Revolving Loans and Global Tranche LC Exposure, in Alternative Currencies each case denominated in Foreign Currencies, exceeding the Alternative Foreign Currency Revolving Sublimit. During Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Revolving Commitment Period Dollar Amount of the Borrower may use the Revolving Commitments by borrowing, prepaying the total outstanding Global Tranche Revolving Loans made and outstanding to the Foreign Subsidiary Borrowers, exceeding the Foreign Borrower Sublimit and (c) each Tranche A Term Lender with a Tranche A Term Loan Commitment (severally and not jointly) agrees to make a Tranche A Term Loan to the Company in whole or Dollars on the Effective Date, in partan amount equal to such Lender’s Tranche A Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The Revolving Loans Company shall ensure that no Loan to Scotts Treasury EEIG may from time to time remain outstanding for more than 11.5 months and, after any such Loan is repaid, there shall be Eurocurrency Loans or, in a period of at least two weeks during which Scotts Treasury EEIG has no Loan or other amount outstanding under any Loan Document; provided that the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified Company may deliver a notice to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of at any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided time directing that the Revolving Commitments of the Revolving Lenders restriction in this Section 2.01 shall cease to apply with respect to such Loan or such period as are several and no Revolving Lender shall be responsible for mentioned in any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classsuch notice.

Commitments. (a) Subject to the terms and conditions hereof, from time to time during set forth herein and in the Revolving Commitment PeriodAmendment and Restatement, each Revolving Tranche C Lender severally agrees to make Tranche C Term Loans to the Borrower revolving credit loans denominated Borrowers (or, as provided below, to convert Tranche B Term Loans) in Dollars or an Alternative Currency (“Revolving Loans”) Dollars, in an aggregate principal amount equal to such Tranche C Lender's Tranche C Commitment. Proceeds of Tranche C Term Loans shall be available for the prepayment of the Tranche B Term Loans, the payment of fees and expenses related thereto and any use permitted under Section 8.17(c) of the Amendment and Restatement. Notwithstanding the foregoing, it is understood and agreed that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving any Tranche C Lender that also holds any Tranche B Term Loans may from time to time be Eurocurrency Loans orelect, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified notice to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under Agent, that the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Tranche C Term Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by such Lender on the Tranche C Term Loan Effective Date shall, to the extent of the portion of such Tranche C Term Loans not exceeding the aggregate principal amount of the Tranche B Term Loans of such Lender, be made through such Tranche B Term Loans being converted into Tranche C Term Loans (and each reference in this Agreement or the Amendment and Restatement to the "making" of any Tranche C Term Loan, or words of similar import, shall in the case of such Lender be deemed to include such conversion). Without limiting the generality of the foregoing, it shall not relieve any other Revolving Lender of its obligations hereunder; provided is understood that the Revolving Commitments of Tranche C Term Loans into which the Revolving Lenders Tranche B Term Loans are several so converted shall be treated identically to the Tranche C Terms Loans being funded (and no Revolving not being converted from Tranche B Term Loans) on the Tranche C Term Loan Effective Date and shall have identical Interest Periods in identical proportions and durations as all other Tranche C Loans (and, for these purposes, any Interest Periods for Tranche B Term Loans that are Eurodollar Loans in effect on the Tranche C Term Loan Effective Date shall be terminated on the Tranche C Term Loan Effective Date, and any such converting Lender shall be responsible for paid accrued interest on its Tranche B Term Loans being so converted, together with any other Revolving Lender’s failure to make Revolving amounts payable under Section 5.05 of the Amendment and Restatement, as if the Tranche B Term Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classwere being prepaid in full on the Tranche C Term Loan Effective Date).

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (Aa) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment or (Bb) the Dollar Amount sum of the total Revolving Loans in Alternative Currencies Credit Exposures exceeding the Alternative Currency Revolving Sublimittotal Commitments. During Within the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orset forth herein, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower may borrow, prepay and notified reborrow Revolving Loans. Each Lender’s agreement to make Loans denominated in Foreign Currency and to issue and participate in Foreign Currency Letter of Credit is subject to (1) such Foreign Currency being readily available to the Administrative Agent and to all Lenders and being freely transferable and freely convertible to dollars in accordance with Sections 2.03 the London foreign exchange market, and 2.05(2) Reuters (or any successor thereto) reporting a LIBO Rate for such Foreign Currency relating to the applicable Interest Period. Each In no event shall (x) the aggregate amount of Loans denominated in Foreign Currency plus the LC Exposure for Foreign Currency Letters of Credit exceed the Foreign Currency Sublimit, or (y) any Lender’s Revolving Credit Exposure for Loans denominated in Foreign Currency plus such Lender’s LC Exposure for Foreign Currency Letters of Credit exceed such Lender’s Foreign Currency Commitment, in each case determined on each Currency Valuation Date. Pursuant to Chapter 346 (“Chapter 346”) of the Texas Credit Code, the Borrower, the Administrative Agent and the Lenders expressly agree that Chapter 346 shall not apply to the Notes or to any Loan under evidenced by the Revolving Commitments Notes and that neither the Notes nor any such Loan shall be made as part governed by or subject to the provisions of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably Chapter 346 in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classmanner whatsoever.

Commitments. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties set forth herein, (i) each Term Lender agrees, severally and not jointly, to make a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment, (ii) each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time during on or after the date that is sixty (60) days following Closing Date (or such earlier date as the Borrower and the Revolving Credit Lenders as of such date may agree) and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment Periodof such Revolving Credit Lender in accordance with the terms hereof, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Credit Exposure exceeding such Revolving Credit Lender’s Revolving Credit Commitment or and (Biii) subject in all cases to Section 2.01(b) below, each Incremental Term Loan Lender agrees, on a several basis, to make an Incremental Term Loan to the Dollar Amount Borrower on the Seventh Amendment Closing Date in a principal amount not to exceed its Incremental Term Loan Commitment. Within the limits set forth in clause (ii) of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During preceding sentence and subject to the Revolving Commitment Period terms, conditions and limitations set forth herein, the Borrower may use the borrow, pay or prepay and reborrow Revolving Commitments by borrowingLoans, prepaying the provided that no Revolving Credit Borrowings shall be requested or made during each sixty (60) day period commencing on each Zero Balance Period Commencement Date. Amounts paid or prepaid in respect of Term Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Incremental Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (ai) Tranche A Revolving Loan Commitments. Subject to the terms and ------------------------------------ conditions hereofof 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 below with respect to the maximum amount of Tranche A Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in Termination Date an aggregate principal amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche A Revolving Loan Commitments then in effect to be used for the purposes identified in subsection 2.5. The original amount of each Lender's Tranche A Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate ------------ original amount of the Tranche A Revolving Loan Commitments is $750,000,000; provided that will not result at the time Tranche A Revolving Loan Commitments of such Borrowing -------- Lenders shall be reduced as provided in subsection 2.4 and adjusted to give effect to any assignments of the Tranche A Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that, in the event that -------- ------- (Ai) the Dollar Amount of such Lender’s Outstanding Tranche B Revolving Credit under Loan Commitments terminate on the Revolving Commitments exceeding such Lender’s Revolving Commitment or Tranche B Expiration Date and (Bii) the Dollar Amount of there are no outstanding Tranche B Revolving Loans in Alternative Currencies exceeding on the Alternative Currency Tranche B Expiration Date, after the Tranche B Expiration Date, the amount of the Tranche A Revolving Sublimit. During the Revolving Commitment Period the Borrower Loan Commitments may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may be increased from time to time be Eurocurrency Loans or, in up to a maximum aggregate amount of $1,000,000,000 pursuant to subsection 2.1F. Each Lender's Tranche A Revolving Loan Commitment shall expire on the case of Tranche A Revolving Loan Commitment Termination Date and all Tranche A Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified all other amounts owed hereunder with respect to the Administrative Agent in accordance with Sections 2.03 Tranche A Revolving Loans and 2.05. Each the Tranche A Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by paid in full no later than that date. Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed to, but excluding the Revolving Lenders thereunder ratably Loan Commitment Termination Date, at any time and from time to time without premium or penalty except as provided in accordance with their respective Revolving Commitments. The failure subsection 2.6D. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of any Revolving Lender to make any Tranche A Revolving Loan required to be made by it shall not relieve any other Commitments exceed the Tranche A Revolving Lender of its obligations hereunder; provided that the Revolving Loan Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classthen in effect.

Commitments. (a) Subject a)Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period for the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Credit Facility in an aggregate principal amount that will not result at the time of such Borrowing in (Ai) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Commitment (ii) the Total Revolving Credit Exposure exceeding the total Revolving Commitments, or (Biii) a violation of the Dollar Amount of Revolving Loans in Alternative Currencies exceeding Borrowing Base Covenants. Within the Alternative Currency Revolving Sublimit. During foregoing limits and subject to the Revolving Commitment Period terms and conditions set forth herein, the Borrower may use borrow, prepay and reborrow Revolving Loans. Upon the effectiveness of the Revolving Commitments by borrowinghereunder, prepaying each “Revolving Lender” under and as defined in the Existing Agreement (each, an “Existing Revolving Lender”) immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to the applicable Revolving Lenders hereunder, and each such Revolving Lender hereunder, as applicable, ​ will automatically and without further act be deemed to have assumed a portion of such Existing Revolving Lender’s outstanding Revolving Loans and participations under the Existing Agreement in whole or any outstanding Letters of Credit, in part, and reborrowing, all each case in accordance with the terms Standard Terms and conditions hereof. The Conditions attached to the Assignment and Assumption attached hereto as Exhibit A, such that, after giving effect to the Revolving Commitments hereunder and to each such deemed assignment and assumption, (i) the Total Revolving Credit Exposure of each Revolving Lender shall not exceed such Lender’s Revolving Commitment and (ii) each Revolving Lender will hold outstanding Revolving Loans may from time to time be Eurocurrency Loans or, and participations in the case any outstanding Letters of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent Credit in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably such Lender’s Applicable Percentage in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments respect of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassCredit Facility.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, each relevant Lender agrees (i) to severally make a Tranche A Term Loan (or, pursuant to paragraph (b) below, to convert all or part of such Lender’s Old Tranche A Term Loan into a Tranche A Term Loan hereunder) in Dollars to the Parent Borrower on the Amendment/Restatement Effective Date in a principal amount equal to its Tranche A Commitment, (ii) to severally make Domestic Revolving Loans in Dollars to the Parent Borrower from time to time during the Domestic Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at in such Lender’s Domestic Revolving Exposure exceeding such Lender’s Domestic Revolving Commitment and (iii) to severally make Global Revolving Loans in Dollars or one or more Qualified Global Currencies (as specified in the Borrowing Requests with respect thereto) to any Borrower from time of such Borrowing to time during the Global Revolving Availability Period in an aggregate principal amount that will not result in (A) the Dollar Amount of such Lender’s Outstanding Global Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Global Revolving Commitment or (B) the aggregate outstanding principal amount of such Lender’s Canadian Dollar Amount of Revolving Loans in Alternative Currencies at such time exceeding such Lender’s Canadian Commitment. Within the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The set forth herein, the Parent Borrower may borrow, prepay and reborrow Domestic Revolving Loans and any Borrower may from time borrow, prepay and reborrow Global Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. All Tranche B Term Loans, Tranche C Term Loans, and Letters of Credit outstanding under the Existing Credit Agreement on the Amendment/Restatement Effective Date shall remain outstanding to time be Eurocurrency Loans or, the Parent Borrower in the case of Revolving Loans currency in Dollars, ABR Loanswhich they were made or issued, as determined by applicable, hereunder on the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classterms set forth herein.

Commitments. (a) Revolving A Loans. Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Periodset forth herein, each Revolving A Lender severally agrees to make loans (each such loan, a “Revolving A Loan”) to the Borrower revolving credit loans denominated Revolving A/B Borrowers in Dollars or an Alternative Currency (“from time to time on any Business Day during the Availability Period for the Revolving Loans”) A Commitments in an aggregate principal amount that will not result to exceed at CHAR1\1829960v3 any time outstanding the time of such Borrowing in (A) the Dollar Amount amount of such Lender’s Revolving A Commitment; provided, however, that xxxxx giving effect to any Borrowing of Revolving A Loans, (i) the Total Revolving A Outstandings shall not exceed the Aggregate Revolving A Commitments, (ii) the aggregate Outstanding Revolving Credit under Amount of the Revolving Commitments exceeding A Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic Swing Line Loans shall not exceed such Lender’s Revolving Commitment or A Commitment, and (Biii) the Dollar Amount Total Revxxxxxx Outstandings shall not exceed the Aggregate Revolving Commitments. Each Revolving A Lender may, at its option, make any Revolving A Loan available to any Revolving A/B Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loans in Alternative Currencies exceeding A Loan; provided that any exercise of such option shall not affect the Alternative Currency obligation of such Revolving Sublimit. During the A/B Borrower to repay such Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all A Loan in accordance with the terms of this Agreement. Within the limits of each Lender’s Revolving A Commitment, and subject to the othex xxxxs and conditions hereof, the Revolving A/B Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). The Revolving A Loans may from time to time be Base Rate Loans or Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Rate Loans, or a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; further provided herein (provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each ClassLux 2 may not borrow Base Rate Loans).

Commitments. (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Period(i) each Initial Term Lender severally, each Revolving Lender severally and not jointly, agrees to make Initial Term Loans to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount that will not result at on the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans Closing Date or, in the case of Revolving Loans in Dollars, ABR the First Amendment Incremental Term Loans, as determined by on the First Amendment Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and, (ii) each Second Incremental Term Loan Lender severally, and not jointly, agrees to make Second Amendment Incremental Term Loans to the Borrower on the Second Amendment Closing Date and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any (iii) each Revolving Lender to make any Revolving Loan required to be made by it shall severally, and not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure jointly, agrees to make Revolving Loans as required. When more than one Class to the Borrower in Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the Initial Revolving Loans existsCredit Maturity Date and the termination of the Initial Revolving Credit Commitment of such Initial Revolving Lender in accordance with the terms hereof; provided that, each after giving effect to any Borrowing of Initial Revolving Loans, the Outstanding Amount of such Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Initial Term Loans shall and the Second Amendment Incremental Term Loans may not be made pro rata across each Classreborrowed.

Commitments. (a) Subject to and upon the terms and conditions hereof, from time to time during the Revolving Commitment Periodherein set forth, each Revolving Lender severally agrees to make to the Borrower revolving credit a loan or loans denominated in Dollars or an Alternative Currency (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) in an aggregate principal amount that will not result to each Borrower, which Revolving Credit Loans (i) 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, (ii) may, at the time option of such Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or SOFR Loans (provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type), (iii) may be repaid and reborrowed in accordance with the provisions hereof and shall be repaid in full on the Revolving Credit Maturity Date, (iv) for any such Lender at any time, (A) the Dollar Amount of shall not result in such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure at such time exceeding such Lender’s Revolving Credit Commitment or at such time, (B) shall not result in the Dollar Amount aggregate Holdings Revolving Credit Exposure of Revolving Loans in Alternative Currencies all Lenders exceeding the Alternative Currency Holdings Sublimit, (C) shall not result in the aggregate ITC Midwest Revolving Credit Exposure of all Lenders exceeding the ITC Midwest Sublimit. During , (D) shall not result in the aggregate ITC Great Plains Revolving Commitment Period Credit Exposure of all Lenders exceeding the Borrower may use ITC Great Plains Sublimit, (E) shall not result in the aggregate METC Revolving Commitments by borrowingCredit Exposure of all Lenders exceeding the METC Sublimit, prepaying (ix) shall not result in the aggregate ITCTransmission Revolving Loans in whole or in partCredit Exposure of all Lenders exceeding the ITCTransmission Sublimit, and reborrowing(x) after giving effect thereto and to the application of the proceeds thereof, all in accordance with the terms and conditions hereof. The Revolving Loans may from shall not result at any time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments aggregate amount of the Lenders’ Revolving Lenders are several and no Credit Exposures exceeding the Total Revolving Lender shall Credit Commitment then in effect. As of the Closing Date, the Total Revolving Credit Commitment will be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class$1,000,000,000.

Commitments. (a) Subject to the terms and conditions hereofand ------------ relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (a) to make a Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Term Commitment and (b) to make Standby Loans (including Eurocurrency Loans) to the Borrower, at any time and from time to time during the Revolving Commitment Availability Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) in an aggregate principal amount at any time outstanding that will not result in such Lender's Standby Exposure exceeding such Lender's Revolving Commitment minus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Commitment pursuant to Section 2.16, subject, however, to the conditions that (i) at no time shall any Loan be made if, immediately after giving effect thereto and to the application of such Borrowing in the proceeds thereof, the Aggregate Principal Amount Outstanding would exceed the Total Revolving Commitment minus the L/C Exposure, (Aii) at no time shall any Loan be made if, immediately after giving effect thereto and to the application of the proceeds thereof, the aggregate Equivalent Dollar Amount of such Lender’s Outstanding Revolving Credit under all outstanding Eurocurrency Loans would exceed the Revolving Commitments exceeding such Lender’s Eurocurrency Sublimit and (iii) at all times the outstanding aggregate principal amount of all Standby Loans made by each Lender shall equal the product of (x) the percentage which its Revolving Commitment or represents of the Total Revolving Commitment times (By) the Dollar Amount outstanding aggregate principal amount of Revolving Loans in Alternative Currencies exceeding all Standby Loans. Within the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period foregoing limits, the Borrower may use borrow, pay or prepay and reborrow Standby Loans hereunder, on and after the Effective Date and prior to the Revolving Commitments by borrowingMaturity Date, prepaying subject to the Revolving Loans terms, conditions and limitations set forth herein. Amounts repaid in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofset forth herein, (i) each Initial Revolving Lender holding an Initial Revolving Credit Commitment severally agrees to make Initial Revolving Loans to the Borrower in dollars from time to time during the Initial Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of in such Borrowing in (A) the Dollar Amount of such Initial Revolving Lender’s Outstanding aggregate Initial Revolving Loans exceeding such Initial Revolving Lender’s Initial Revolving Credit under Commitment, (ii) each Extending Lender severally agrees to make Extended Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Extending Lender’s aggregate Extended Revolving Loans exceeding such Extending Lender’s Extended Revolving Credit Commitment and (iii) each Incremental Revolving Lender severally agrees to make Incremental Revolving Loans to the Borrower in dollars from time to time during the applicable Revolving Availability Period in an aggregate principal amount that will not result in such Incremental Revolving Lender’s aggregate Incremental Revolving Loans exceeding such Incremental Revolving Lender’s Incremental Revolving Credit Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Revolving Credit Exposure exceed the Revolving Credit Commitments exceeding such Lender’s Revolving Commitment or (B) then in effect. Within the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans orset forth herein, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower may borrow, prepay and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05reborrow Revolving Loans. Each Revolving Loan under Lender’s Revolving Credit Commitment shall expire on the applicable Revolving Facility Maturity Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Credit Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably paid in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and full no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more later than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classsuch date.

Commitments. (a) Subject to the terms and express conditions hereofset forth herein, (%3) (%4) each Tranche A Term Lender severally agrees to make a single term loan (each such loan, a “Tranche A Term Loan”) to the Borrower on a Business Day during the Tranche A Availability Period elected by the Borrower in its sole discretion (such date, the “Tranche A Borrowing Date”) in Dollars in a principal amount equal to its Tranche A Term Commitment and (%4) each Tranche B Term Lender severally agrees to make a single term loan (each such Loan, a “Tranche B Term Loan”) to the Borrower on the Restatement Date in Dollars (or, in the case of a Converting Refinancing Term Lender, convert, exchange or roll its Existing Term Loan for a Tranche B Term Loan in an equal principal amount or a less than equal amount in the discretion of the Tranche B Term Loan Administrative Agent) in a principal amount equal to its Tranche B Term Loan Commitment, and (%3) each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated Availability Period in Dollars or in an Alternative Currency (“Revolving Loans”) Currency, in an aggregate principal amount such that its Revolving Exposure will not result at exceed its Revolving Commitment. Within the time of such Borrowing in (A) foregoing limits and subject to the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (B) the Dollar Amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period terms and express conditions set forth herein, the Borrower may use the Revolving Commitments by borrowingborrow, prepaying the prepay and reborrow Revolving Loans (without premium or penalty). Amounts repaid or prepaid in whole or respect of Term Loans may not be reborrowed. The Term Commitments will terminate in partfull upon the making of the Loans referred to in clause (a) above. Substantially simultaneously with the borrowing of Tranche B Term Loans, the Borrower shall fully prepay any outstanding Existing Term Loans, together with accrued and reborrowingunpaid interest thereon to the Restatement Date; provided that each Converting Refinancing Term Lender irrevocably agrees to accept, all in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, delivery from the Borrower on the Restatement Date of an equal principal amount of Tranche B Term Loans. The initial Borrowing of the Tranche B Term Loans on the Restatement Date will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Restatement Date and ending on October 26, 2017 (provided that if such date is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the preceding Business Day). The Borrower shall pay breakage to the extent required in accordance with the terms Existing Credit Agreement as though (solely for this purpose) each Existing Term Loan of a Converting Refinancing Term Lender had been prepaid on the Restatement Date. Notwithstanding anything to the contrary contained herein, payments and conditions hereof. The Revolving prepayments of principal and interest on the Existing Term Loans made on the Restatement Date in connection with the replacement of Non-Consenting Lenders pursuant to Section 9.02(c) hereof may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, applied on a non-ratable basis as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classmay direct.

Commitments. (a) Subject to the terms and conditions hereofset ------------ forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment, (b) to make Delayed Draw I Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw I Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw I Commitment, (c) to make Delayed Draw II Loans to the Borrower from time to time on or after the Effective Date during the Delayed Draw II Availability Period in a principal amount not exceeding such Lender's remaining Delayed Draw II Commitment and (d) to make Revolving Loans to the Borrower from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) Availability Period in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding 's Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s 's Revolving Commitment Commitment; provided that (i) any Delayed Draw I Borrowing, Delayed -------- Draw II Borrowing or Revolving Borrowing shall not result in the Total Exposure exceeding the Borrowing Base then in effect, (Bii) the Dollar Amount Borrower shall not be permitted to make more than four Delayed Draw I Borrowings that increase the aggregate principal amount of Revolving Loans in Alternative Currencies exceeding the Alternative Currency Revolving Sublimit. During the Revolving Commitment Period Delayed Draw I Borrowings outstanding and (iii) the Borrower may use shall not be permitted to make more than six Delayed Draw II Borrowings that increase the Revolving Commitments by borrowing, prepaying aggregate principal amount of Delayed Draw II Borrowings outstanding. Within the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Amounts repaid in respect of Term Loans may from time to time not be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classreborrowed.

Commitments. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, from time (a) each Lender with a Term Loan Commitment agrees, severally and not jointly, to time during the Revolving Commitment Period, each Revolving Lender severally agrees to (i) make Term Loans to the Borrower revolving credit loans denominated Company, in Dollars or an Alternative Currency (“Revolving Loans”) dollars, in an aggregate principal amount not to exceed its Term Loan Commitment or (ii) with the consent of the Administrative Agent, pursuant to a timely Term Loan Conversion Notice delivered pursuant to the penultimate sentence of this Section 2.01(a), convert all of such Lender’s Existing Term Loans into a Term Loan to the Company, in dollars, outstanding under this Agreement, in either case on the Closing Date, and (b) each Lender with a Revolving Credit Commitment agrees, severally and not jointly, to make Revolving Loans to the Company, at any time and from time to time on or after the date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in dollars, in an aggregate principal amount at any time outstanding that will not result at the time of such Borrowing in (Ai) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments Exposure exceeding such Lender’s Revolving Credit Commitment or (Bii) the Dollar Amount of Aggregate Revolving Loans in Alternative Currencies Credit Exposure exceeding the Alternative Currency Total Revolving SublimitCredit Commitment. During Within the limits set forth in clause (b) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Company may borrow, pay or prepay and reborrow Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans Loans. Amounts paid or prepaid in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving respect of Term Loans may from time not be reborrowed. Administrative Agent has offered certain Lenders the opportunity to time be Eurocurrency convert their respective Existing Term Loans orinto Term Loans hereunder and certain such Lenders have accepted such offer and elected to convert all of their respective Existing Term Loans into Term Loans hereunder by delivery of a duly executed, irrevocable written notice thereof to Administrative Agent substantially in the case of Revolving form supplied by Administrative Agent on the Platform (any such notice being a “Conversion Notice” and any Existing Term Loan to be converted pursuant thereto being a “Converted Term Loan”). On the Closing Date, Converted Term Loans in Dollars, ABR Loans, as determined by the Borrower shall be converted into (and notified to shall constitute for all purposes hereunder) Term Loans under this Agreement and the Administrative Agent shall record in accordance with Sections 2.03 and 2.05the Register the Converted Term Loans converted into Term Loans hereunder. Each Revolving Loan under the Revolving Commitments shall be made as part A Lender’s delivery of a Borrowing consisting of Revolving Loans made by duly executed Conversion Notice shall obviate the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving need for such Lender to make any Revolving Loan required execute this Agreement or an Assignment and Acceptance with respect to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible Term Loans, such Conversion Notice being deemed a signature to this Agreement for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Classall purposes.