Common use of Committed Loans Clause in Contracts

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche B Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche B Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche B Lender or any other Tranche B Lender in accordance with Section 2.15 from time to time, on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche C Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche C Lenders, (i) the Total Outstandings applicable to TFA shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (3or Affiliate’s) Business Days following Swing Line Loans made to TFA shall not exceed such Lender’s Tranche C Commitment. Within the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Tranche C Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and, reborrow under this Section 2.1(c). (d) After giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche B Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche B Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche B Lender or any other Tranche B Lender in accordance with Section 2.15 from time to time, on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein; provided that any Borrowings . (c) After giving effect to Committed Loans made on pursuant to this Section 2.1, the Closing Date aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) Domestic Loans to the Domestic Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations and all Bankers’ Acceptances (taking into account any Canadian Participations when determining the Total Canadian Outstandings of a Canadian Lender) shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Domestic Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Committed Domestic Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (i) Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make Canadian Loans to McKesson Canada from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Canadian Commitment; provided that provided, however, that, after giving effect to any Borrowings made on Borrowing under the Closing Date or any Canadian Commitments, (A) the Total Outstandings shall not exceed the Aggregate Commitments, (B) the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, (C) McKesson Canada shall be a Wholly-Owned Subsidiary, (D) the aggregate Outstanding Amount of the three Canadian Loans of any Canadian Lender, plus such Lender’s Pro Rata Share of the Acceptance Usage (3taking into account any Canadian Participations when determining the Total Canadian Outstandings of a Canadian Lender) Business Days following the Closing Date shall not exceed its Canadian Commitment, and (E) all Canadian Loans to McKesson Canada shall be made as by the Canadian Lenders, shall be denominated and payable in Canadian Dollars and no other currency and shall not be Base Rate Loans unless Loans. Within the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Canadian Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, McKesson Canada may borrow under this Section 2.01(b)(i), prepay under Section 2.05 and reborrow under this Section 2.01(b)(i). Canadian Loans may be Canadian Prime Rate Loans or Eurodollar Rate Loans, as provided herein. (ii) (A) Subject to Section 2.01(b)(ii)(B) below, on the Participation Funding Date (as defined below) each Lender that is not less than three Business Days prior a Canadian Lender shall be deemed to have purchased, and hereby agrees to purchase, a participation in each outstanding Canadian Loan and Bankers’ Acceptance Credit Extension in an amount equal to its Pro Rata Share of the unpaid amount of such Canadian Loan or Bankers’ Acceptance Credit Extension together with accrued interest thereon (each, a “Canadian Participation”), such Canadian Participation to be governed by this Section 2.01(b)(ii)(A) and not by Section 11.06(d) hereof. Only upon demand from any Canadian Lender on or after the date of (X) any Event of Default under Sections 8.01(a), 8.01(f) or 8.01(g) or (Y) an acceleration of the maturity pursuant to Section 8.02(b) of any amounts owing to the Canadian Lenders under this Agreement (the date of such Borrowingdemand, the “Participation Funding Date”), each such Lender that has purchased a Canadian Participation (each a “Canadian Participant”) shall deliver to the Canadian Administrative Agent an amount equal to its Canadian Participation in same day funds and in Canadian Dollars at the Canadian Administrative Agent’s Office for distribution to Canadian Lenders in accordance with their Canadian Pro Rata Share. If any amount required to be paid by any Canadian Participant pursuant to this Section 2.01(b)(ii)(A) is not paid to the Canadian Administrative Agent when due but is paid within three Business Days after the date such payment is due, such Canadian Participant shall pay to the Canadian Administrative Agent for distribution to Canadian Lenders on demand an amount equal to the product of (i) such amount, times (ii) the Overnight Canadian Rate, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 365 or 366, as the case may be. If such amount required to be paid by any Canadian Participant pursuant to this Section 2.01(b)(ii)(A) is not in fact made available to the Canadian Administrative Agent within three Business Days after the date such payment is due, the Canadian Administrative Agent shall be entitled to recover from such Canadian Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum equal to the rate applicable thereto in accordance with the preceding sentence plus the Applicable Rate. A certificate of the Canadian Administrative Agent submitted to any Canadian Participant with respect to any amounts owing under this Section 2.01(b)(ii)(A) shall be conclusive in the absence of manifest error. In the event the Canadian Administrative Agent receives a payment with respect to any Canadian Loan in which Canadian Participations have been purchased and as to which the purchase price has been requested by the Canadian Administrative Agent and delivered by a Canadian Participant as in this Section 2.01(b)(ii)(A) provided, the Canadian Administrative Agent shall promptly distribute to such Canadian Participant its share of such payment based on its Canadian Participation. If the Canadian Administrative Agent pays any amount to a Canadian Participant pursuant to this Section 2.01(b)(ii)(A) in the belief or expectation that a related payment has been or will be received or collected and such related payment is not received or collected by the Canadian Administrative Agent, then such Canadian Participant will promptly on demand by the Canadian Administrative Agent return such amount to the Canadian Administrative Agent, together with interest thereon at such rate as the Canadian Administrative Agent shall determine to be customary between banks for correction of errors. If the Canadian Administrative Agent determines at any time that any amount received or collected by the Canadian Administrative Agent pursuant to this Agreement is to be returned to McKesson Canada under this Agreement or paid to any other Person or entity pursuant to any Debtor Relief Laws, any sharing clause in this Agreement, or otherwise, then, notwithstanding any other provision of this Agreement, the Canadian Administrative Agent shall not be required to distribute any portion thereof to any Canadian Participant, and each such Canadian Participant will promptly on demand by the Canadian Administrative Agent repay any portion that the Canadian Administrative Agent shall have distributed to such Canadian Participant, together with interest thereon at such rate, if any, as the Canadian Administrative Agent shall pay to McKesson Canada or such other Person or entity with respect thereto. If any amounts returned to McKesson Canada or reimbursed by a Canadian Participant pursuant to this Section 2.01(b)(ii)(A) are later recovered by the Canadian Administrative Agent, the Canadian Administrative Agent shall promptly pay to each Canadian Participant a proportionate share based on such Canadian Participant’s Canadian Participation.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans, Eurocurrency Rate Loans or Eurocurrency Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche C Lenders, (i) the Total Outstandings applicable to TFA shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (3or Affiliate’s) Business Days following Swing Line Loans made to TFA shall not exceed such Lender’s Tranche C Commitment. Within the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Tranche C Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and, reborrow under this Section 2.1(c). (d) After giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) All Loans made and outstanding under (and as defined in) the Existing Credit Agreement as of the Closing Date shall remain outstanding on the Closing Date and shall be automatically, and without any action on the part of any Person, deemed to constitute “Revolving Loans” hereunder and the Lenders shall automatically, and without the requirement for additional documentation on the Closing Date, acquire such “Loans” in an amount with respect to each Lender equal to its Applicable Percentage thereof. (b) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, Floating Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche B Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche B Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche B Lender or any other Tranche B Lender in accordance with Section 2.15 from time to time, on any Business Day during the Tranche B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein; provided that any Borrowings . (c) After giving effect to Committed Loans made on pursuant to this Section 2.1, the Closing Date aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche B Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche B Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche B Lender or any other Tranche B Lender in accordance with Section 2.15 from time to time, on any Business Day during the Tranche B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche C Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche C Lenders, (i) the Total Outstandings applicable to TFA shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (3or Affiliate’s) Business Days following Swing Line Loans made to TFA shall not exceed such Lender’s Tranche C Commitment. Within the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Tranche C Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(c). (d) After giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender▇▇▇▇▇▇’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender▇▇▇▇▇▇’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Letters of Credit denominated in Alternative Currencies shall not exceed such Designated Borrower Sublimit, the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Swing Line Loans and (after giving effect to any repayment or prepayment thereof to occur on the date of such requested Committed Loan, including with any portion of the proceeds thereof) plus the aggregate Outstanding Amount at such time of the Committed Loans of the Lender acting as Swing Line Lender (including the requested Committed Loan) plus the aggregate Outstanding Amount of such ▇▇▇▇▇▇’s participations in L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectsuch ▇▇▇▇▇▇’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, Term SOFR Loans or Eurocurrency Rate Alternative Currency Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “"Committed Tranche A Loan”") to the Borrowers in Dollars or in one or more Alternative Currencies TMCC from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Tranche A Commitment; provided, however, that after giving effect to any Committed Tranche A Borrowing, (i) the Total Outstandings applicable to TMCC shall not exceed the Aggregate Tranche A Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche A Loans of any Tranche A Lender shall not exceed such Lender’s 's Tranche A Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s 's Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers TMCC may borrow under this Section 2.012.1(a), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.012.1(a). Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans (each such loan, a "Committed Tranche B Loan") to TCPR from time to time, on any Business Day during the Tranche B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Tranche B Commitment; provided provided, however, that after giving effect to any Borrowings made on Committed Tranche B Borrowing, (i) the Closing Date or any Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments, and (ii) the aggregate Outstanding Amount of the three (3) Business Days following Committed Tranche B Loans of any Tranche B Lender shall not exceed such Lender's Tranche B Commitment. Within the Closing Date shall limits of each Lender's Tranche B Commitment, and subject to the other terms and conditions hereof, TCPR may borrow under this Section 2.1(b), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(b). Committed Loans may be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurodollar Rate Loans, as further provided herein.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans, Term Rate Loans or S▇▇▇▇ Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, TCCI may borrow under this Section 2.1(b), prepay under Section 2.4, and, reborrow under this Section 2.1(b). Committed Tranche B Loans may be Base Rate Loans, Term Rate Loans, S▇▇▇▇ Loans or Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to the Tranche C Borrower on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to the Tranche C Borrower shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to the Tranche C Borrower plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (or Affiliate’s) Swing Line Loans made to the Tranche C Borrower shall not exceed such Lender’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject to the other terms and conditions hereof, the Borrowers Tranche C Borrower may borrow under Tranche C pursuant to the terms set forth in this Section 2.012.1(c), prepay under Section 2.052.4, and and, reborrow under this Section 2.01. 2.1(c). (d) After giving effect to Committed Loans may be Base Rate made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (orseverally agrees, in the case of to make, Convert and Continue Committed Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s CommitmentPeriod as Borrowers may request; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings aggregate Outstanding Amount of all Loans and Letter of Credit Usage shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Letter of Credit Usage, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment; provided, (iii) further, that the aggregate Outstanding Amount Commitments of all Committed Loans made Lenders shall be adjusted to give effect to any assignments of the Commitments pursuant to Section 10.6. Subject to the Company foregoing and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01borrow, Convert, Continue, prepay under Section 2.05, and reborrow under this Section 2.01Committed Loans as set forth herein without premium or penalty. (b) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Committed Upon the request of any Lender made through Administrative Agent, such Lender’s Loans may be Base Rate Loans evidenced by one or Eurocurrency Rate Loansmore Committed Loan Notes, as further provided herein; provided that any Borrowings made instead of or in addition to loan accounts. (Each such Lender may endorse on the Closing Date schedules annexed to its Committed Loan Note(s) the date, amount and maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Committed Loan Notes shall be conclusive absent manifest error of the amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Borrowers to pay any amount owing with respect to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoans.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Commitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, 2.03 or Section 2.05 and reborrow under this Section 2.012.01 or Section 2.05. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made . The Lenders’ total Commitments shall be allocated between a Class A Loan Commitment and a Class A-1 Loan Commitment as set forth on Schedule 2.01. On the Closing Class A Loan Maturity Date, the Class A Loan Commitment shall expire and be reduced to zero. The Class A Loan Maturity Date or any may be extended upon request of the three (3) Business Days following Borrower, subject to the Closing Date shall prior written consent of 100% of the Class A Lenders in their sole discretion. Such request must be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less no later than three 10 Business Days prior to the then current Class A Loan Maturity Date in a form of extension request specified in Schedule 1. The Class A Lenders shall give written notice to the Administrative Agent of any agreement to extend the Class A Loan Maturity Date, and the date of such Borrowingextended Class A Loan Maturity Date, at least 5 Business Days prior to the then current Class A Loan Maturity Date.

Committed Loans. Subject to the terms and conditions set forth herein, (i) each Multicurrency Revolving Credit Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Multicurrency Revolving Credit Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability PeriodPeriod for the Multicurrency Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding such Multicurrency Revolving Credit Lender’s Multicurrency Revolving Credit Commitment and (ii) each US Dollar Revolving Credit Lender severally agrees to make loans (each such loan, a “US Dollar Revolving Credit Loan” and, together with the Multicurrency Revolving Credit Loans, the “Revolving Credit Loans”) to the Borrowers in Dollars from time to time, on any Business Day during the Availability Period for the US Dollar Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such US Dollar Revolving Credit Lender’s 's US Dollar Revolving Credit Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing of Revolving Credit Loans, (i) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (ii) the Multicurrency Revolving Credit Exposure of any Multicurrency Revolving Credit Lender shall not exceed such Multicurrency Revolving Credit Lender’s Commitment, 's Multicurrency Revolving Credit Commitment and (iii) the aggregate Outstanding Amount US Dollar Revolving Credit Exposure of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower US Dollar Revolving Credit Lender shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectUS Dollar Revolving Credit Lender's US Dollar Revolving Credit Commitment. Within the limits of each LenderRevolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Revolving Credit Loans may be Base Rate Loans, Term SOFR Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, TCCI may borrow under this Section 2.1(b), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(b). Committed Tranche B Loans may be Base Rate Loans, Eurocurrency Rate Loans or Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to the Tranche C Borrower on any Business Day during the Tranche C Availability Period, in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to the Tranche C Borrower shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to the Tranche C Borrower plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (or Affiliate’s) Swing Line Loans made to the Tranche C Borrower shall not exceed such Lender’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject to the other terms and conditions hereof, the Borrowers Tranche C Borrower may borrow under Tranche C pursuant to the terms set forth in this Section 2.012.1(c), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.01. 2.1(c). (d) After giving effect to Committed Loans may be Base Rate made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies each Eligible Currency from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender▇▇▇▇▇▇’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings (plus the greater of (A) the Aggregate Unfunded Amount minus Cash credited to the Unfunded Exposure Account (excluding Excluded Amounts) and (B) zero) shall not exceed the Aggregate Commitments, Commitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender▇▇▇▇▇▇’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Eurocurrency Alternative Currency Term Rate Loans, as further provided herein; provided that any Borrowings made . So long as no Borrowing Base Deficiency, Currency Asset Amount Shortfall or Default has occurred and is continuing, the Manager, on the Closing Date or any behalf of the three Borrower, may provide a written request substantially in the form of Exhibit G hereto (3such request, an “Increase Request”) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent and the applicable Lender requesting an increase in such Lender’s Commitment. Such Lender shall have the right, acting in its sole and absolute discretion, to approve or reject any such Increase Request (including, for the avoidance of doubt, the right to approve only a portion of the amount requested in any such Increase Request); provided that (i) no Increase Request shall be approved (in whole or in part) without the prior written consent of the Administrative Agent and (ii) after giving effect to such Increase Request (in whole or in part) the Aggregate Commitments may not less than three Business Days prior exceed the Maximum Commitment Amount. If an Increase Request is approved (in whole or in part), then the Administrative Agent shall notify the Manager, on behalf of the Borrower, of the increase in the Commitment of the applicable Lender and the effective date thereof. For the avoidance of doubt, in connection with any approved Increase Request, the Borrower shall pay to the date of such BorrowingLender the applicable fees in the amounts and at the times specified in the Fee Letter as provided in Section 2.07(c).

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make revolving loans (each such loan, a “Committed Revolving Credit Loan”) to the Borrowers each Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Period in an aggregate amount for all the Borrowers not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing of Revolving Credit Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (iii) the aggregate Outstanding Amount of all Committed Revolving Credit Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower HIL shall not exceed such Designated Borrower Sublimit, the HIL Sublimit and (iv) the aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Revolving Credit Loans may be Base Rate Loans, Eurocurrency Rate Loans or Peso Rate Loans, as further provided herein. The Revolving Credit Loans to each Borrower shall be the sole and several liability of that Borrower and the other Borrowers shall not be co-obligors or have any joint liability for such Loans (except to the extent that any liability is derived by the other Borrowers as Guarantors of the Obligations of that Borrower). (b) Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan (each, a “Term A Loan”) to Holdings on the Restatement Effective Date in an amount not to exceed such Term A Lender’s Term A Commitment. The Committed Borrowing of Term A Loans on the Restatement Effective Date shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. In the event that the aggregate amount of Term A Loans requested by Holdings to be made on the Restatement Effective Date is less than the aggregate amount of the Term A Facility, the aggregate amount of the Term A Facility shall be reduced by an amount sufficient to cause (x) the Term A Facility to be equal to such aggregate amount of Term A Loans, and (y) each Term A Lender’s Term A Commitment to be an amount equal to the Term A Loans made by such Term A Lender on the Restatement Effective Date. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided . The Term A Loans shall be the sole and several liability of Holdings, and the other Borrowers shall not be co-obligors or have any joint liability for, the Term A Loans (except to the extent that any Borrowings made on liability is derived by the Closing Date or any other Borrowers as Guarantors of the three (3) Business Days following Obligations of Holdings). All Term A Loans shall be denominated in Dollars, and each Term A Lender hereby agrees and acknowledges that notwithstanding the Closing Date provisions of Section 10.01 or Section 1.06, any determination made pursuant to Section 1.06 in respect of any additional Alternative Currencies shall be made as Base Rate Loans unless solely by the applicable Borrower delivers a funding indemnity letter in form Revolving Credit Lenders and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date without any right of such Borrowingapproval by any Term A Lender.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans, Eurocurrency Rate Loans or Eurocurrency Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period, in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche C Lenders, (i) the Total Outstandings applicable to TFA shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (3or Affiliate’s) Business Days following Swing Line Loans made to TFA shall not exceed such Lender’s Tranche C Commitment. Within the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Tranche C Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(c). (d) After giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of with a Commitment to make Committed Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans to the Borrower (each such loan, loans to the Borrower collectively referred to as a “"Committed Loan”") to the Borrowers as provided in Dollars or in one or more Alternative Currencies Section 2.01(a) from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Commitment; provided, however, that after giving effect to any Borrowing of a Committed BorrowingLoan, the total amount of outstanding Committed Loans borrowed in Dollars plus the Dollar Equivalent of all Eurocurrency Loans plus all L/C Obligations (icollectively, the "outstanding obligations") the Total Outstandings shall not at any time exceed the Aggregate Commitments, Commitments for Committed Loans (iithe difference between the Aggregate Committed Loan Commitments and the outstanding 4310184v5 obligations is referred to as the "Remaining Availability") and the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all 's Commitment for Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectLoans. Within the limits of each Lender’s 's Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.052.06, and reborrow under this Section 2.012.01(a). Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the UK Lender agrees to make Eurocurrency Loans to Cross UK as provided in Section 2.01(b) from time to time, on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the UK Lender's Commitment; provided however, that after giving effect to any Borrowings made on Borrowing for a Eurocurrency Loan, the Closing Date or any Total Outstandings shall not exceed the Lesser of (x) the three Eurocurrency Loan Limit and (3y) Business Days following the Closing Date shall be made as Base Rate Loans unless Remaining Availability. During the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Availability Period, and, subject to the Administrative Agent not less than three Business Days prior to terms and conditions hereof, the date of such BorrowingBorrower agrees that Cross UK may borrow under this Section 2.01(b), prepay under Section 2.06 and reborrow under this Section 2.01(b).

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Combined Commitments, (ii) the Credit Exposure Total Outstandings minus the aggregate Outstanding Amount of all Designated UK Borrower Obligations shall not exceed the Aggregate Commitments (US), (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, (iiiiv) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated UK Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Obligations shall not exceed such Designated Borrower the UK Sublimit, and (ivv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then Alternative Currency Sublimit; and provided further that the availability of the Aggregate Commitments (US) and the UK Commitment at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve (if any). Notwithstanding the foregoing, the UK Swing Line Lender’s agreement to make Committed Loans hereunder is limited to (a) the making of Committed Loans pursuant to Section 2.04(b)(iv) to refinance UK Swing Line Loans and pursuant to Section 2.03(c) to refinance Unreimbursed Amounts of UK Issued L/Cs, (b) the purchase of participations in effectexisting Committed Loans in connection therewith in accordance with Section 2.02(f), and continuations and conversions of the foregoing. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject If the Required Lenders determine that for any reason in connection with any request for a Committed Loan that is a Eurocurrency Rate Loan or a conversion to the terms and conditions set forth herein, each Lender or continuation thereof that (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimiti) severally agrees to make loans deposits (each such loan, a “Committed Loan”) to the Borrowers whether in Dollars or an Alternative Currency) are not being offered to banks in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate applicable offshore interbank market for such currency for the applicable amount not to exceed at any time outstanding the amount and Interest Period of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsEurocurrency Rate Loan, (ii) adequate and reasonable means do not exist for determining the Credit Exposure of Eurocurrency Base Rate for any Lender shall not exceed such Lender’s Commitmentrequested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (iii) the aggregate Outstanding Amount Eurocurrency Base Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of all Committed Loans made to funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Company and any Designated Borrower under each Lender. Thereafter, (x) the Designated Borrower Sublimit applicable obligation of the Lenders to such Designated Borrower make or maintain Committed Loans that are Eurocurrency Rate Loans in the affected currency or currencies shall not exceed such Designated Borrower Sublimit, be suspended and (ivy) in the aggregate Outstanding Amount event of all Loans and L/C Obligations made a determination described in the preceding sentence with respect to the Company under Eurocurrency Base Rate component of the Base Rate, the utilization of the Eurocurrency Base Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company Sublimit shall not exceed may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the Company Sublimit then in effect. Within the limits affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on in the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingamount specified therein.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, TCCI may borrow under this Section 2.1(b), prepay under Section 2.4, and, reborrow under this Section 2.1(b). Committed Tranche B Loans may be Base Rate Loans, Eurocurrency Rate Loans or Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to the Tranche C Borrower on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to the Tranche C Borrower shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to the Tranche C Borrower plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (or Affiliate’s) Swing Line Loans made to the Tranche C Borrower shall not exceed such Lender’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject to the other terms and conditions hereof, the Borrowers Tranche C Borrower may borrow under Tranche C pursuant to the terms set forth in this Section 2.012.1(c), prepay under Section 2.052.4, and and, reborrow under this Section 2.01. 2.1(c). (d) After giving effect to Committed Loans may be Base Rate made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.1, prepay under Section 2.052.5, and reborrow under this Section 2.012.1. Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. The amount of each Lender’s Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Aggregate Commitment is $120,000,000; provided that the amount of the Commitments of each Lender shall be adjusted to give effect to any Borrowings assignments of such Commitments pursuant to Section 10.6 and shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.5 or Section 2.6. Each Lender’s Commitment shall expire immediately and without further action on the Closing Maturity Date or any of and all Loans and all other amounts owed hereunder with respect to the three (3) Business Days following Loans and the Closing Date Commitments shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter paid in form and substance reasonably acceptable to the Administrative Agent not less full no later than three Business Days prior to the date of such Borrowingthat date.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed exceed, at any time outstanding time, the lesser of (a) the amount of such Lender’s Commitment, and (b) such Lender’s Applicable Percentage of the Borrowing Base; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsBorrowing Base, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Overadvance Loans, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Protective Advances, shall not exceed such Lender’s Commitment, (iii) Applicable Percentage of the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectBorrowing Base. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay and repay under Section 2.052.05 and Section 2.07, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date . Committed Loans shall be made as Base Rate Loans unless by the applicable Borrower delivers a funding indemnity letter Lenders in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingaccordance with each Lender’s Applicable Percentage.

Committed Loans. Subject to the terms and conditions set forth herein, each US Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers US Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such US Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the US Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each US Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers US Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided provided, however, that any Borrowings Committed Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Third Restatement Date shall be made as Base Rate Loans unless the applicable US Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingThird Restatement Date.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Facility A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “"Facility A Committed Loan”") to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Facility A Lender’s 's Facility A Commitment; provided, however, that after giving effect to any Facility A Committed Borrowing, (i) the Total Outstandings aggregate Outstanding Amount of all Facility A Committed Loans plus the aggregate Outstanding Amount of all L/C Obligations plus the aggregate Outstanding Amount of all Swing Line Loans shall not exceed the Facility A Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Facility A Committed Loans made to of any Facility A Lender plus such Facility A Lender's Pro Rata Share of the Company and any Designated Borrower under Outstanding Amount of all L/C Obligations, plus such Facility A Lender's Pro Rata Share of the Designated Borrower Sublimit applicable to such Designated Borrower Outstanding Amount of all Swing Line Loans shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectFacility A Lender's Facility A Commitment. Within the limits of each Facility A Lender’s 's Facility A Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Facility A Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Facility B Lender severally agrees to make loans (each such loan, a "Facility B Committed Loan") to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Facility B Lender's Facility B Commitment; provided provided, however, that after giving effect to any Borrowings made on Facility B Committed Borrowing: (i) the Closing Date or any aggregate Outstanding Amount of all Facility B Committed Loans shall not exceed the Facility B Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the three (3) Business Days following Facility B Committed Loans of any Lender, shall not exceed such Lender's Facility B Commitment. Within the Closing Date shall limits of each Facility B Lender's Facility B Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Facility B Committed Loans may be made as Base Rate Loans unless or Eurodollar Rate Loans, as further provided herein. (c) The Borrower shall have the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable right, without the consent of the Lenders but subject to the consent of the Administrative Agent (which consent shall not less than three Business Days prior be unreasonably withheld), to effectuate from time to time an increase in the date of such Borrowing.total Facility A Commitments under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions which qualify as

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans prior to the Term Loan Maturity Date under the Term Loan Facility (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to timetime during the Term Loan Availability Period, on any Business Day during the Availability PeriodDay, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings Unsecured Indebtedness shall not exceed the Aggregate CommitmentsUnencumbered Pool Availability, (ii) the Credit Exposure aggregate principal amount of Loans made under the Term Loan Facility shall not exceed the Term Loan Commitment Amount, and (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender shall not exceed such Lender’s Commitment, . The initial amount of the Term Loan Facility (iiiprior to any increase in accordance with Section 2.15) may be funded in up to two advances on or before the aggregate Outstanding Amount end of all Committed Loans made to the Company and any Designated Borrower Term Loan Availability Period. Amounts borrowed under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Term Loan Facility may borrow under this Section 2.01, prepay be prepaid under Section 2.05, and reborrow under this Section 2.01but may not be reborrowed hereunder. Committed Loans may be Base Rate Loans or Eurocurrency LIBOR Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day (a) during the Availability PeriodPeriod and (b) with respect to the 2020 Lenders only, prior to the 2020 Commitments Maturity Date, in an aggregate amount (x) in accordance with its Applicable Percentage and (y) not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Letters of Credit denominated in Alternative Currencies shall not exceed such Designated Borrower Sublimit, the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Swing Line Loans and (after giving effect to any repayment or prepayment thereof to occur on the date of such requested Committed Loan, including with any portion of the proceeds thereof) plus the aggregate Outstanding Amount at such time of the Committed Loans of the Lender acting as Swing Line Lender (including the requested Committed Loan) plus the aggregate Outstanding Amount of such Lender’s participations in L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectsuch Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) in Agreed Currencies to the Borrowers in Dollars Borrower or in one or more Alternative Currencies a Designated Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (ix) the Dollar Amount of the Total Outstandings of the Lenders shall not exceed the Aggregate Commitments, and (iiy) the Credit Exposure Dollar Amount of the Outstanding Amount of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower or a Designated Borrower may borrow under this Section 2.01, prepay under Section 2.052.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate ABR Loans or Eurocurrency Rate Loans, as further provided herein; provided that ABR Loans shall only be made in U.S. Dollars. Each Lender may, at its option, make any Borrowings made on Committed Loan available to the Closing Date Borrower or a Designated Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that, any exercise of such option shall not affect the obligation of the three (3) Business Days following Borrower or such Designated Borrower to repay such Committed Loan in accordance with the Closing Date terms and subject to the conditions of this Agreement, and such Affiliate shall be made treated as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date Lender for purposes of such Borrowingthis Agreement.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, Floating Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $20,000,000; provided that (i) any Borrowings made such request for an increase shall be in a minimum amount of $5,000,000, and (ii) the Borrower may make a maximum of four such requests (the “Additional Commitments”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than fifteen Business Days from the date of delivery of such notice to the Lenders). The Additional Commitments must be on terms and conditions acceptable to the Closing Date Borrower, the Administrative Agent and the Lenders. Each Lender shall notify the Administrative Agent within such time period whether or any not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the three (3) Business Days following the Closing Date Lenders’ responses to each request made hereunder. No Lender shall be made obligated to provide Additional Commitments unless it so agrees. To achieve the full amount of a requested increase (if the Lenders were unwilling to do so) and subject to the consent of the Administrative Agent and the L/C Issuer (which consents shall not be unreasonably withheld or delayed) with respect to any such additional invitee that is not an Affiliate of a Lender, the Borrower may also invite additional Eligible Assignees (provided they are also a Bank, as Base Rate Loans unless defined below) to become Lenders (the applicable Borrower delivers “Additional Lender”) pursuant to a funding indemnity letter joinder or amendment agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent not less than three Business Days prior to and its counsel. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Borrowing.increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. The Additional Commitment shall become a Commitment under this Agreement pursuant to an amendment (an “Additional Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents,

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies each Eligible Currency from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings (plus the greater of (A) the Aggregate Unfunded Amount minus Cash credited to the Unfunded Exposure Account (excluding Excluded Amounts) and (B) zero) shall not exceed the Aggregate Commitments, Commitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made . So long as no Borrowing Base Deficiency, Currency Asset Amount Shortfall or Default has occurred and is continuing, the Manager, on the Closing Date or any behalf of the three Borrower, may provide a written request substantially in the form of Exhibit G hereto (3such request, an “Increase Request”) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent and the applicable Lender requesting an increase in such Lender’s Commitment. Such Lender shall have the right, acting in its sole and absolute discretion, to approve or reject any such Increase Request (including, for the avoidance of doubt, the right to approve only a portion of the amount requested in any such Increase Request); provided that (i) no Increase Request shall be approved (in whole or in part) without the prior written consent of the Administrative Agent and (ii) after giving effect to such Increase Request (in whole or in part) the Aggregate Commitments may not less than three Business Days prior exceed the Maximum Commitment Amount. If an Increase Request is approved (in whole or in part), then the Administrative Agent shall notify the Manager, on behalf of the Borrower, of the increase in the Commitment of the applicable Lender and the effective date thereof. For the avoidance of doubt, in connection with any approved Increase Request, the Borrower shall pay to the date of such BorrowingLender the applicable fees in the amounts and at the times specified in the Fee Letter as provided in Section 2.07(c).

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “"Committed Tranche A Loan”") to the Borrowers in Dollars or in one or more Alternative Currencies TMCC from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Tranche A Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche A Lenders, (i) the Total Outstandings applicable to TMCC shall not exceed the Aggregate Tranche A Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche A Loans of any Tranche A Lender shall not exceed such Lender’s 's Tranche A Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s 's Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers TMCC may borrow under this Section 2.012.1(a), prepay under Section 2.052.4, and reborrow under this Section 2.012.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans (each such loan, a "Committed Tranche B Loan") to TCPR from time to time, on any Business Day during the Tranche B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Tranche B Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche B Lenders, (i) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments, and (ii) the aggregate Outstanding Amount of the three (3) Business Days following Committed Tranche B Loans of any Tranche B Lender shall not exceed such Lender's Tranche B Commitment. Within the Closing Date shall limits of each Lender's Tranche B Commitment, and subject to the other terms and conditions hereof, TCPR may borrow under this Section 2.1(b), prepay under Section 2.4, and reborrow under this Section 2.1(b). Committed Tranche B Loans may be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurodollar Rate Loans, as further provided herein.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) hereby severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s CommitmentCommitment (which shall include, on and after the Additional Commitment Availability Date, the Additional Commitments in accordance with clause (b) of this Section 2.01 below); provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Commitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender▇▇▇▇▇▇’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency EurocurrencyTerm Benchmark Rate Loans, as further provided herein; provided that any Borrowings made on . (b) On the Closing Date or any Additional Commitment Availability Date, (A) the aggregate principal amount of the three Committed Loans outstanding (3for the purposes of this Section 2.01(b), the “Initial Loans”) Business Days following immediately prior to the Closing Additional Commitment Availability Date shall be deemed to be repaid, (B) the Borrowers shall be deemed to have made as Base Rate new Borrowings (for the purposes of this Section 2.01(b), the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans unless and of the applicable Borrower delivers types and for the Interest Periods specified in a funding indemnity letter in form and substance reasonably acceptable notice delivered to the Administrative Agent not less than three Business Days prior in accordance with this Section 2.02, (C) each Lender shall pay to the date Administrative Agent in Same Day Funds an amount equal to the difference, if positive, between (x) such Lender’s Applicable Percentage (calculated including the Additional Commitments) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated excluding the Additional Commitments) of the Initial Loans, (D) after the Administrative Agent receives the funds specified in clause (C) above, the Administrative Agent shall pay to each Lender the portion of such Borrowingfunds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated excluding the Additional Commitments) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated including the Additional Commitments) of the amount of the Subsequent Borrowings, (E) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated including the Additional Commitments) and (F) the Company shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The Lenders hereby waive the right to deemed compensation pursuant to Section 3.05 hereof in respect of any deemed payments made pursuant to clause (A) above.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed exceed, at any time outstanding time, the lesser of (a) the amount of such Lender’s Commitment, and (b) such Lender’s Applicable Percentage of the Borrowing Base; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsBorrowing Base, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Overadvance Loans, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Protective Advances, shall not exceed such Lender’s Commitment, (iii) Applicable Percentage of the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectBorrowing Base. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01‎2.01, prepay and repay under Section 2.05‎2.05 and Section ‎2.07, and reborrow under this Section 2.01‎2.01. Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date . Committed Loans shall be made as Base Rate Loans unless by the applicable Borrower delivers a funding indemnity letter Lenders in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingaccordance with each Lender’s Applicable Percentage.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Tranche A Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Revolving Loan Commitment, or (y) such Lender’s Applicable Percentage of the Tranche A Borrowing Base; provided, however, that subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Loan Cap; (ii) after giving effect to any Tranche A Revolving Loan, the Credit Exposure Total Tranche A Outstandings shall not exceed the Tranche A Revolving Loan Limit, (iii) after giving effect to any Committed Borrowing pursuant to which Tranche A Revolving Loans are requested, the aggregate Outstanding Amount of the Tranche A Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Loan Commitment, ; and (iiiiv) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower LC Obligations shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not at any time exceed the Company Sublimit then in effectLetter of Credit Sublimit. Within the limits of each Lender’s Tranche A Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Committed Tranche A Revolving Loans may be Base Rate Loans or Eurocurrency LIBO Rate Loans, as further provided herein; provided that . (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Tranche A-1 Revolving Loan”) to the Borrowers from time to time, on any Borrowings made on Business Day during the Closing Date Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A-1 Revolving Loan Commitment, or any (y) such Lender’s Applicable Percentage of the three Tranche A-1 Borrowing Base; subject in each case to the following limitations: (3i) Business Days following after giving effect to any Committed Borrowing, the Closing Date Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Tranche A-1 Revolving Loan, the Total Tranche A-1 Outstandings shall not exceed the Tranche A-1 Revolving Loan Limit, and (iii) after giving effect to any Committed Borrowing pursuant to which Tranche A-1 Revolving Loans are requested, the aggregate Outstanding Amount of the Tranche A-1 Revolving Loans of any Lender, shall not exceed such Lender’s Tranche A-1 Revolving Loan Commitment. Within the limits of each Lender’s Tranche A-1 Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Revolving Loans may be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor LIBO Rate Loans, as further provided herein.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) in U.S. Dollars, Euro and/or Pounds Sterling to the Borrowers in Dollars Borrower or in one or more Alternative Currencies a Designated Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (ix) the Total Outstandings aggregate Outstanding Amounts of the Lenders shall not exceed the Aggregate Commitments, total Commitments and (iiy) the Credit Exposure Outstanding Amount of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower or a Designated Borrower may borrow under this Section 2.01, prepay under Section 2.052.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate ABR Loans or Eurocurrency Rate Loans, as further provided herein; provided that ABR Loans shall only be made in U.S. Dollars. Each Lender may, at its option, make any Borrowings made on Committed Loan available to the Closing Date Borrower or a Designated Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that, any exercise of such option shall not affect the obligation of the three (3) Business Days following Borrower or such Designated Borrower to repay such Committed Loan in accordance with the Closing Date terms and subject to the conditions of this Agreement, and such Affiliate shall be made treated as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date Lender for purposes of such Borrowingthis Agreement.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; provided, however, that subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Loan Cap, (ii) after giving effect to any Committed Borrowing, the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, , (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower LC Obligations shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not at any time exceed the Company Sublimit then in effectLetter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency LIBO Rate Loans, as further provided herein; provided that . (b) The Administrative Agent shall have the right, at any Borrowings made on time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves, provided, that, at any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers time a funding indemnity letter in form and substance reasonably acceptable to Material Debt Reserve has been established, the Administrative Agent shall only modify or eliminate such Reserve with the prior consent of the Required Lenders. The Administrative Agent will provide the Lead Borrower five (5) Business Day’s prior notice of the establishment of any new categories of Reserves or for changes in the methodology of the calculation of an existing category of Reserves (during which time the Administrative Agent shall be available at reasonable times to discuss any such proposed Reserve or change in methodology of calculation of an existing category of Reserve with the Borrowers), provided, that, no such notice shall be required (i) at any time that a Default or Event of Default shall have occurred and be continuing, (ii) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not less than three Business Days limited to, rent and Customer Credit Liabilities), or (iii) for changes to categories of Reserves or methodology of calculation if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such categories of Reserves or methodology not changed prior to the date expiration of such Borrowing.five (5) Business Day period. 86

Committed Loans. Subject to the terms and conditions set forth herein, (i) each Tranche 1 Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Tranche 1 Committed Loan”) in Agreed Currencies to the Borrowers in Dollars Borrower or in one or more Alternative Currencies a Designated Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Committed Borrowing, (ix) the Total Outstandings Dollar Amount of the aggregate Outstanding Amounts of the Tranche 1 Lenders shall not exceed the Aggregate total Tranche 1 Commitments, and (iiy) the Credit Exposure Dollar Amount of the Outstanding Amount with respect to the Tranche 1 Loans of any Tranche 1 Lender shall not exceed such Lender’s Tranche 1 Commitment and (ii) each Tranche 2 Lender severally agrees to make loans (each such loan, a “Tranche 2 Committed Loan” and, together with the Tranche 1 Committed Loans, the “Committed Loans”) in U.S. Dollars, Euro and/or Pounds Sterling to the Borrower or a Designated Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche 2 Commitment; provided, however, that after giving effect to any Borrowing, (iiix) the Dollar Amount of the aggregate Outstanding Amounts of the Tranche 2 Lenders shall not exceed the total Tranche 2 Commitments, (y) the Dollar Amount of all Committed Loans made the Outstanding Amount with respect to the Company and Tranche 2 Loans of any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Tranche 2 Lender shall not exceed such Designated Borrower Sublimit, Lender’s Tranche 2 Commitment and (ivz) the aggregate Outstanding Amount of all Tranche 2 Lenders shall only be obligated to make Tranche 2 Committed Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then denominated in effect(A) U.S. Dollars, (B) Euro and/or (C) Pounds Sterling. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower or a Designated Borrower may borrow under this Section 2.01, prepay under Section 2.052.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate ABR Loans or Eurocurrency Rate Loans, as further provided herein; provided that ABR Loans shall only be made in U.S. Dollars. Each Lender may, at its option, make any Borrowings made on Committed Loan available to the Closing Date Borrower or a Designated Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that, any exercise of such option shall not affect the obligation of the three (3) Business Days following Borrower or such Designated Borrower to repay such Committed Loan in accordance with the Closing Date terms and subject to the conditions of this Agreement, and such Affiliate shall be made treated as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date Lender for purposes of such Borrowingthis Agreement.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to lend to the Borrower its Pro Rata Share of the Term Loan Commitment (oreach individually, a "Term Loan" and, collectively, the "Term Loans"). The Term Loans shall be made by the Term Loan Lenders in a single Borrowing prior to July 20, 2004 and shall be made by the case Term Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Term Loan Lender shall be responsible for any failure by any other Term Loan Lender to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Term Loan Lender be increased or decreased as a result of any such failure. Once repaid, Term Loans made under a Designated Borrower Sublimitmay not be reborrowed. (b) Subject to the terms and conditions set forth herein, each Designated Revolving Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) Revolving Loans to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Revolving Lender's Pro Rata Share of the Outstanding Amount of all Committed L/C Obligations, plus such Revolving Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectLender's Revolving Commitment. Within the limits of each Revolving Lender’s 's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(b), prepay under Section 2.05, and reborrow under this Section 2.012.01(b). Committed Revolving Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (orBank severally agrees, in the case of to make, Convert and Continue Tranche A Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Approved Offshore Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s CommitmentPeriod as Borrower may request; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings Outstanding Tranche A Obligations of each Bank shall not exceed such Bank's Tranche A Commitment and (ii) the Outstanding Tranche A Obligations of all the Banks plus the outstanding principal amount of Swing Line Loans shall not exceed the Aggregate Commitmentscombined Tranche A Commitments at any time. Subject to the foregoing and other terms and conditions (Credit Agreement) 23 30 hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Tranche A Loans as set forth herein without premium or penalty. (iib) Subject to the Credit Exposure terms and conditions set forth in this Agreement, each Bank severally agrees, to make, Convert and Continue Tranche B Loans in Dollars or in Approved Offshore Currencies during the Tranche B Availability Period as Borrower may request; provided, however, that the Outstanding Tranche B Obligations of any Lender each Bank shall not exceed such Lender’s Commitment, (iii) Bank's Tranche B Commitment and the aggregate Outstanding Amount Tranche B Obligations of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit Banks shall not exceed the Company Sublimit then in effectcombined Tranche B Commitments at any time. Within the limits of each Lender’s Commitment, and subject Subject to the foregoing and other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01borrow, Convert, Continue, prepay under Section 2.05, and reborrow under Tranche B Loans as set forth herein without premium or penalty. (c) Notwithstanding any other provision of this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate LoansAgreement, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date no Loan shall be made as Base Rate in an Approved Offshore Currency if, after giving effect to such Loan, the Dollar Equivalent at the time the proposed Loan is to be made of all outstanding Loans unless made in Approved Offshore Currencies plus the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to Dollar Equivalent of the Administrative Agent not less proposed Loan is greater than three Business Days prior to the date of such Borrowing$50,000,000.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Eurocurrency Alternative Currency Term Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Revolving Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) Revolving Loans to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Class B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Revolving Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made . (b) On the Class B Maturity Date : (i) the Commitments of all Class B Lenders shall terminate and the Commitments of all Class A Lenders shall continue on the Closing Date or any terms herein set forth; (ii) the Borrower shall prepay the outstanding Revolving Loans in an amount sufficient to reduce the outstanding principal amount thereof to an amount not in excess of the three aggregate amount of all Class A Commitments; (3iii) Business Days following the Closing Date Pro Rata Share of each Class A Lender shall be made adjusted to reflect the termination of the Commitments of the Class B Lenders; (iv) 50% of all outstanding Loans shall be converted to funded term loans (the “Class A Term Loans”) that shall be held by all Class A Lenders ratably in accordance with their respective Pro Rata Shares; (v) 50% of all outstanding Loans shall be continued as Revolving Loans held by all Class A Lenders ratably in accordance with their respective Pro Rata Shares; and (vi) after giving effect to the foregoing, any unused Commitments shall continue as Class A Commitments of the Class A Lenders. (c) Subject to the terms and conditions set forth herein, each Class A Lender severally agrees to make Revolving Loans to the Borrower from time to time, on any Business Day from the Class B Maturity Date through the Class A Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Class A Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Class A Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Class A Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurodollar Rate Loans, as further provided herein.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C C-BA Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided . (b) Upon the Restatement Date, all Existing Commitments (other than Existing Commitments that any Borrowings made on have been converted to Commitments hereunder by Existing Lenders pursuant to the Closing Date or any of the three (3Amendment Agreement) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingterminated.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case a) Each Committed Loan shall be made as part of a Borrowing consisting of Committed Loans made under a Designated Borrower Sublimit, each Designated Lender by the Lenders ratably in accordance with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitmenttheir respective Commitments; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure failure of any Lender to make any Committed Loan shall not exceed in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Committed Loan required to be made by such other Lender’s Commitment, (iii) the aggregate Outstanding Amount of all ). The Committed Loans made comprising each Borrowing shall be in a minimum aggregate principal amount of $10,000,000 (or an aggregate principal amount equal to the Company remaining balance of the Commitments) and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and in an integral multiple of $1,000,000 in excess thereof. (ivb) the aggregate Outstanding Amount Each Borrowing of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may shall be Base Rate comprised entirely of ABR Loans or Eurocurrency Rate Eurodollar Loans, as further provided hereinthe Borrower may request pursuant to Section 2.02(f). Each Lender may at its option fulfill its Commitment with respect to any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and any applicable Note. Borrowings made of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing which, if made, would result in more than eight Interest Periods being outstanding hereunder at any one time. For purposes of the foregoing, Loans having different Interest Periods, regardless of whether they commence on the Closing Date or any of the three (3) Business Days following the Closing Date same date, shall be made considered separate Loans. (c) Subject to paragraph (e) below, each Lender shall make a Committed Loan in the amount of its pro rata portion, as Base Rate determined under Section 2.15, of each Borrowing of Committed Loans unless hereunder on the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable proposed date thereof by wire transfer of immediately available funds to the Administrative Agent in New York, New York, not less later than three Business Days 1:30 p.m., New York City time, and the Administrative Agent shall by 3:00 p.m., New York City time, credit the amounts so received to the general deposit account of the Borrower with the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing of Committed Loans that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this paragraph (c) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Committed Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Committed Loan as part of such Borrowing for purposes of this Agreement. (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. (e) The Borrower may elect to convert or continue all or any part of any Borrowing of Committed Loans with a Borrowing of Committed Loans of the same or a different Type, subject to the conditions and limitations set forth in this Agreement. Any Borrowing of Committed Loans or part thereof so converted or continued shall be deemed to be repaid or prepaid in accordance with Section 2.04 or 2.11, as applicable, with the proceeds of a new Borrowing of Committed Loans, and the proceeds of the new Borrowing of Committed Loans, to the extent they do not exceed the principal amount of the Borrowing of Committed Loans being converted or continued, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the Borrower pursuant to paragraph (c) above. (f) The Borrower shall give the Administrative Agent written or facsimile notice (or telephone notice promptly confirmed in writing or by facsimile) (a) in the case of a Eurodollar Committed Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed borrowing and (b) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the Business Day of a proposed borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (i) whether the Borrowing then being requested is to be a Eurodollar Committed Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Committed Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Committed Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. If the Borrower shall not have given notice in accordance with this Section 2.02(f) of its election to convert or continue a Borrowing of Committed Loans prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to convert or continue such Borrowing as an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given or deemed given pursuant to this Section 2.02(f), of each Lender's portion of the requested Borrowing of Committed Loans and of the Alternate Base Rate or Adjusted LIBO Rate applicable to such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Letters of Credit denominated in Alternative Currencies shall not exceed such Designated Borrower Sublimit, the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Swing Line Loans and (after giving effect to any repayment or prepayment thereof to occur on the date of such requested Committed Loan, including with any portion of the proceeds thereof) plus the aggregate Outstanding Amount at such time of the Committed Loans of the Lender acting as Swing Line Lender (including the requested Committed Loan) plus the aggregate Outstanding Amount of such Lender’s participations in L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectsuch Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Revolving Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) Revolving Loans to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Class B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, howeverhowever , that after giving effect to any Committed BorrowingBorrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01 , prepay under Section 2.052.05 , and reborrow under this Section 2.01. Committed 2.01 .. Revolving Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) On the Class B Maturity Date : (i) the Commitments of all Class B Lenders shall terminate and the Commitments of all Class A Lenders shall continue on the terms herein set forth; (ii) the Borrower shall prepay the outstanding Revolving Loans in an amount sufficient to reduce the outstanding principal amount thereof to an amount not in excess of the aggregate amount of all Class A Commitments; (iii) the Pro Rata Share of each Class A Lender shall be adjusted to reflect the termination of the Commitments of the Class B Lenders; (iv) 50% of all outstanding Loans shall be converted to funded term loans (the “Class A Term Loans ”) that shall be held by all Class A Lenders ratably in accordance with their respective Pro Rata Shares; (v) 50% of all outstanding Loans shall be continued as Revolving Loans held by all Class A Lenders ratably in accordance with their respective Pro Rata Shares; and (vi) after giving effect to the foregoing, any unused Commitments shall continue as Class A Commitments of the Class A Lenders. (c) Subject to the terms and conditions set forth herein, each Class A Lender severally agrees to make Revolving Loans to the Borrower from time to time, on any Business Day from the Class B Maturity Date through the Class A Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Class A Lender’s Revolving Commitment; provided , however , that after giving effect to any Borrowings made on Borrowing of Revolving Loans, (i) the Closing Date or any Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the three (3Revolving Loans of any Class A Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Class A Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c) Business Days following the Closing Date shall , prepay under Section 2.05 , and reborrow under this Section 2.01 .. Revolving Loans may be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurodollar Rate Loans, as further provided herein.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.1, prepay under Section 2.052.5, and reborrow under this Section 2.012.1. Committed Loans may Neither Administrative Agent nor any Lender shall be Base Rate Loans or Eurocurrency Rate Loansresponsible for the Commitment of any other Lender, as further provided herein; nor will the failure of any Lender to perform its obligations under its Commitment in any way relieve any other Lender from performing its obligations under its Commitment. (b) The Borrower may, at its option, not more than once per calendar quarter, elect to increase the Aggregate Commitments, provided that any Borrowings made on (i) the Closing Date or any of the three Borrower shall give ten (310) Business Days following prior written notice to the Closing Date Administrative Agent of such election; (ii) the Borrower shall decrease the Foreign Credit Facility Aggregate Commitments on a dollar for dollar basis concurrent with the effective date of such increase; (iii) each of the conditions precedent set forth in Section 4.2 shall be made satisfied as Base Rate Loans unless of the applicable Borrower delivers effective date of such increase; (iv) the aggregate amount of the Aggregate Commitments and the Foreign Credit Facility Aggregate Commitments shall not exceed $50,000,000 (less (x) the amount of any prior reduction in the Aggregate Commitments pursuant to Section 2.6 and (y) the amount of any prior reduction in the Foreign Credit Facility Aggregate Commitments pursuant to Section 2.6 of the credit agreement for the Foreign Credit Facility); (v) such increase shall be in a funding indemnity letter minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (vi) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Commitments in a corresponding amount of such increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Commitment) and (B) documentation from each institution providing an additional Commitment evidencing its additional Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent including, without limitation, Notes evidencing each Lender’s Pro Rata Share of the Aggregate Commitments as increase; and (vii) if any Loans are outstanding at the time of the increase in the Aggregate Commitments, the Borrower shall, if applicable and notwithstanding any provision in any Loan Document requiring the application of payments or prepayments on a pro rata basis, including, without limitation, Section 2.14, prepay one or more existing Loans (such prepayment to be subject to Section 3.5) in an amount necessary such that after giving effect to the increase in the Aggregate Commitments, each Lender will hold its pro rata share (based on its Pro Rata Share of the increased Aggregate Commitments) of outstanding Loans. (c) Borrower may elect to convert Committed Borrowings to term loans (“Converted Borrowings”) upon approval of Agent and Lenders provided that the Converted Borrowings shall occur in minimum original principal amounts of not less than three Business Days prior $1,000,000 and increments of $500,000 and such other terms as are approved by Agent and Lenders. The obligation of the Borrower to repay Converted Borrowings shall be evidenced by promissory notes payable to the date Lenders substantially in the in the form of such Exhibit C with necessary revisions to incorporate the repayment terms agreed upon by the Agent, Lenders and Borrower. In no event will the maturity of any Converted Borrowings exceed the Maturity Date. All outstanding Converted Borrowings shall reduce the amounts otherwise available to Borrower under the Committed Loan. Borrower shall give Agent at least ten (10) Business Days’ notice of each proposed Converted Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans to the Borrower (i) on the Closing Date in an amount equal to each Lender’s pro rata share of $190,000,000 (any such loanloans, a the “Initial Committed LoanLoans”) to the Borrowers in Dollars or in one or more Alternative Currencies and (ii) from time to time, on any Business Day following the Closing Date during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender▇▇▇▇▇▇’s CommitmentAdditional Commitment (any such loans, the “Additional Committed Loans” and, together with the Initial Committed Loans, the “Committed Loans”); provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the lesser of (a) the Maximum Facility Amount and (b) the Aggregate Commitments, Commitments and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender shall not exceed such Lender▇▇▇▇▇▇’s CommitmentCommitment (it being understood that notwithstanding any original issue or other discount that reduces the amount funded on the date of any Committed Borrowing of Committed Loans, (iii) all calculations hereunder with respect to such Committed Loans, including the aggregate Outstanding Amount accrual of all interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). Amounts repaid or prepaid in respect of Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall may not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01be re-borrowed. Committed Loans may be Base Rate Committed Loans or Eurocurrency SOFR Rate Committed Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date . Additional Committed Loans shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date minimum increments of such Borrowing$10,000,000.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Committed Loan Offshore Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Swing Line Loans outstanding in Offshore Currencies (other than euro) shall not exceed such Designated Borrower Sublimit, the Offshore Currency Committed Loan and Swing Line Loan Sublimit and (iv) the aggregate Outstanding Amount of all Committed Loans and Swing Line Loans and L/C Obligations made to the Company under the Company Sublimit issued or outstanding in Offshore Currencies (other than euro) shall not exceed the Company Sublimit then in effectOffshore Currency Committed Loan, Swing Line Loan and Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Offshore Rate Loans, as further provided herein; provided that . The initial borrowing from any Borrowings made on Lender to a Borrower organized under the Closing Date or any laws of the three Netherlands shall at all times exceed €100,000 (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter or its equivalent in form another currency). Borrowings, Conversions and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date Continuations of such BorrowingCommitted Loans.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of with a Commitment to make Committed Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans to the Borrower (each such loan, loans to the Borrower collectively referred to as a “"Committed Loan”") to the Borrowers as provided in Dollars or in one or more Alternative Currencies Section 2.01(a) from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Commitment; provided, however, that after giving effect to any Borrowing for a Committed BorrowingLoan, (i) the Total Outstandings shall not exceed the Aggregate CommitmentsCommitments for Committed Loans, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Committed Loans made to of any Lender, plus such Lender's Applicable Percentage of the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Outstanding Amount of all L/C Obligations shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectLender's Commitment for Committed Loans. Within the limits of each Lender’s 's Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.052.06, and reborrow under this Section 2.012.01(a). Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the UK Lender agrees to make Eurocurrency Loans to Cross UK as provided in Section 2.01(b) from time to time, on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the UK Lender's Commitment; provided however, that after giving effect to any Borrowings made on Borrowing for a Eurocurrency Loan, the Closing Date or any of Total Outstandings shall not exceed the three (3) Business Days following Eurocurrency Loan Limit. During the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Availability Period, and, subject to the Administrative Agent not less than three Business Days prior to terms and conditions hereof, the date of such BorrowingBorrower agrees that Cross UK may borrow under this Section 2.01(b), prepay under Section 2.06 and reborrow under this Section 2.01(b).

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, reborrow under this this Section 2.012.1 (b). Committed Tranche B Loans may be Base Rate Loans, Eurocurrency Rate Loans or Eurocurrency Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time the amount of such Lender’s Tranche C Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche C Lenders, (i) the Total Outstandings applicable to TFA shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (3or Affiliate’s) Business Days following Swing Line Loans made to TFA shall not exceed such Lender’s Tranche C Commitment. Within the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Tranche C Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and, reborrow under this Section 2.1(c). (d) After giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (orseverally agrees, in the case of to make, Convert and Continue Committed Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s CommitmentPeriod as Borrowers may request; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings aggregate Outstanding Amount of all Loans and Letter of Credit Usage shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Committed Loans made to of any Lender, plus such Lender's Pro Rata Share of the Company and any Designated Borrower under Outstanding Amount of all Letter of Credit Usage, plus such Lender's Pro Rata Share of the Designated Borrower Sublimit applicable to such Designated Borrower Outstanding Amount of all Swing Line Loans shall not exceed such Designated Borrower SublimitLender's Commitment; provided, and (iv) further, that the aggregate Outstanding Amount Commitments of all Loans and L/C Obligations made Lenders shall be adjusted to give effect to any assignments of the Commitments pursuant to Section 10.7. Subject to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, foregoing and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01borrow, Convert, Continue, prepay under Section 2.05, and reborrow under this Section 2.01Committed Loans as set forth herein without premium or penalty. (b) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Committed Upon the request of any Lender made through Administrative Agent, such Lender's Loans may be Base Rate Loans evidenced by one or Eurocurrency Rate Loansmore Committed Loan Notes, as further provided herein; provided that any Borrowings made instead of or in addition to loan accounts. (Each such Lender may endorse on the Closing Date schedules annexed to its Committed Loan Note(s) the date, amount and maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Committed Loan Notes shall be conclusive absent manifest error of the amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Borrowers to pay any amount owing with respect to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoans.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”) to TCPR from time to time, on any Business Day during the Tranche B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Money Market Loans made to TCPR plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCPR shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCPR may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on . (c) Subject to the Closing Date terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche C Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche C Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche C Lender or any other Tranche C Lender in accordance with Section 2.15(a) from time to time, on any Business Day during the Tranche C Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche C Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche C NYDOCS03/828370 Commitments, and (ii) the aggregate Outstanding Amount of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject to the other terms and conditions hereof, TCCI may borrow under this Section 2.1(c), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(c). Committed Tranche C Loans may be Base Rate Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein. (3d) Subject to the terms and conditions set forth herein, each Tranche D Lender severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche D Loan”) to TLG from time to time, on any Business Days following Day during the Closing Date Tranche D Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche D Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche D Lenders, (i) the Total Outstandings applicable to TLG shall not exceed the Aggregate Tranche D Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche D Loans of any Tranche D Lender plus such Lender’s ratable share of the Outstanding Amount of all Money Market Loans made to TLG plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TLG shall not exceed such Lender’s Tranche D Commitment. Within the limits of each Lender’s Tranche D Commitment, and subject to the other terms and conditions hereof, TLG may borrow under this Section 2.1(d), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(d). Committed Tranche D Loans may be made as Base Rate Loans unless or Eurocurrency Rate Loans, as further provided herein. (e) After giving effect to Committed Loans made pursuant to this Section 2.1, the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Total Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three . (3i) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) if applicable, the Designated Borrower. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the applicable Designated Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company or such Designated Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect of the Committed Loans. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche 1 Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Tranche 1 Loan”) to the Borrowers Company, and to any other Borrower designated to receive Tranche 1 Loans hereunder, in U.S. Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Tranche 1 Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Committed Tranche 1 Borrowing, (i) the Total Tranche 1 Outstandings shall not exceed the Aggregate Commitments, Tranche 1 Commitments and (ii) the Revolving Credit Exposure of any Tranche 1 Lender shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, ; and provided further that (iiii) the aggregate Outstanding Amount availability of all Committed the Aggregate Tranche 1 Commitments at any time for the making of any Tranche 1 Loans made to and the Company and any Designated Borrower under issuance of Letters of Credit shall be reduced by the Designated Borrower Sublimit amount of the Alternative Currency Reserve (if any) applicable to such Designated Borrower shall not exceed such Designated Borrower SublimitTranche 1, and (ivii) in determining the availability of the Aggregate Tranche 1 Commitments hereunder with respect to any Escalating Credits issued or outstanding hereunder, the Aggregate Tranche 1 Commitments will be deemed to be utilized in respect of such Escalating Credits in the aggregate Outstanding Amount of all Loans and L/C Obligations made amount equal to the Company maximum aggregate amount available to be drawn under the Company Sublimit shall not exceed the Company Sublimit then in effectall such Escalating Credits (after giving effect to all increases). Within the limits of each Tranche 1 Lender’s Tranche 1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Tranche 1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche 2 Lender severally agrees to make loans (each such loan, a “Tranche 2 Loan”) to the Company, and to any other Borrower designated to receive Tranche 2 Loans hereunder, in Euro from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Tranche 2 Lender’s Tranche 2 Commitment; provided, however, that after giving effect to any Tranche 2 Borrowing, (i) the Total Tranche 2 Outstandings shall not exceed the Aggregate Tranche 2 Commitments, and (ii) the Revolving Credit Exposure of any Tranche 2 Lender shall not exceed such Tranche 2 Lender’s Tranche 2 Commitment; and provided further that any Borrowings made on (i) the Closing Date or any availability of the three (3) Business Days following Aggregate Tranche 2 Commitments at any time for the Closing Date making of any Tranche 2 Loans shall be made as reduced by the amount of the Alternative Currency Reserve applicable to Tranche 2. Within the limits of each Tranche 2 Lender’s Tranche 2 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Tranche 2 Loans may be Eurocurrency Rate Loans denominated in Euro only. (c) Subject to the terms and conditions set forth herein, each Tranche 3 Lender severally agrees to make loans (each such loan, a “Tranche 3 Loan”) to the Company, and to any other Borrower designated to receive Tranche 3 Loans hereunder, in U.S. Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Tranche 3 Lender’s Tranche 3 Commitment; provided, however, that after giving effect to any Tranche 3 Borrowing, (i) the Total Tranche 3 Outstandings shall not exceed the Aggregate Tranche 3 Commitments, and (ii) the Revolving Credit Exposure of any Tranche 3 Lender shall not exceed such Tranche 3 Lender’s Tranche 3 Commitment; and provided further that (i) the availability of the Aggregate Tranche 3 Commitments at any time for the making of any Tranche 3 Loans shall be reduced by the amount of the Alternative Currency Reserve applicable to Tranche 3. Within the limits of each Tranche 3 Lender’s Tranche 3 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Tranche 3 Loans may be Base Rate Loans unless or Eurocurrency Rate Loans, as further provided herein. (d) Notwithstanding the applicable foregoing, the sum of the Total Tranche 1 Outstandings, Total Tranche 2 Outstandings and Total Tranche 3 Outstandings of ▇▇▇▇▇▇ Nederland at any time outstanding shall not exceed $1,100,000,000 in the aggregate, until such Borrower delivers a funding indemnity letter has provided to the Administrative Agent evidence in form and substance reasonably acceptable satisfactory to the Administrative Agent not less than three Business Days prior Agent, that such Borrower has received all necessary approvals and consents for borrowings in excess of $1,100,00,000, including positive approval from Works Council Netherlands with regard to the date of such Borrowingincreased amount.

Committed Loans. Subject to and in reliance upon the terms terms, conditions, representations, and conditions set forth hereinwarranties contained in this Agreement, each Lender (orLender, in the case of Loans made under a Designated Borrower Sublimitseverally, each Designated Lender with respect to such Designated Borrower Sublimit) severally and not jointly, agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Advances in Dollars or in one or more Alternative Currencies from time to time, on EDS and any Business Day during of the Availability Period, in an Designated EDS Affiliates so long as the aggregate amount not to exceed at any time outstanding the principal amount of the Committed Loans from such Lender outstanding never exceeds such Lender’s Commitment's Committed Sum; providedprovided that, however, that after giving effect to any the aggregate outstanding principal amount of all Committed Borrowing, (i) the Total Outstandings Loans and Bid Rate Loans from all Lenders shall not exceed the Aggregate CommitmentsCommitted Sum. Notwithstanding anything to the contrary set forth herein, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitmentmay make and have outstanding one or more Bid Rate Loans which, (iii) when aggregated with the aggregate Outstanding Amount outstanding principal amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to from such Designated Borrower shall not Lender, would exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit Lender's Committed Sum. Administrative Agent shall not exceed the Company Sublimit then in effect. Within the limits maintain a record of each Lender’s Commitment's Committed Sum, Percentage, Committed Loans, Term Loans and Bid Rate Loans. Each Lender's Commitment shall continue in full force and effect until and expire on, the applicable Commitment Termination Date, and subject no Lender shall have any obligation to make any Committed Loan thereafter; provided that, each Borrower's Obligation and Lender's Rights under the Loan Documents shall continue in full force and effect until such Borrower's Obligation is paid and performed in full and provided, further, that, pursuant to the other terms and conditions hereofof Section 2.5, the Borrowers may borrow under this Section 2.01convert the outstanding principal balance of the Committed Loans to Term Loans. From and after the Availability Date, prepay under Section 2.05through and including the final Commitment Termination Date, EDS and each Designated EDS Affiliate may borrow, repay, and reborrow under this Section 2.01. Committed Loans may be Base and Bid Rate Loans or Eurocurrency Rate Loanshereunder, subject as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base respects Bid Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingSection 2.3.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make revolving loans (each such loan, a “Revolver Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolver Loan Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings Outstanding Amount of Revolver Committed Loans and Swing Line Loans and L/C Obligations shall not exceed the Aggregate Commitments, Revolver Commitments and (ii) the Credit Exposure of Total Outstandings owed to any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Revolver Committed Loans may be Base Rate Committed Loans or Eurocurrency Eurodollar Rate Committed Loans, as further provided herein; provided that any Borrowings made . (b) Subject to the terms and conditions set forth herein, on the Closing Date or Date, each Lender severally agrees to make a term loan (each such loan, a “Term Committed Loan”) the Borrower in the aggregate principal amount equal to the Lender’s Term Loan Commitment. As long as no Event of Default occurs, the Term Loan shall mature on the Term Loan Maturity Date. The Borrower may not reborrow any portion of the three (3) Business Days following the Closing Date shall Term Loan once repaid. Term Committed Loans may be made as Base Rate Committed Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurodollar Rate Committed Loans, as further provided herein.

Committed Loans. (a) On the Closing Date, the Initial Lender made a loan to the Borrower (such loan, the “Initial Committed Loan”). The aggregate principal amount of the Initial Committed Loan as of the Third Amendment Effective Date is $160,000,000. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. (b) Subject to the terms and conditions set forth herein, each the Initialeach Lender (or, in the case acting through any of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimitits branches or affiliates) severally agrees to make loans a single loan (collectivelyloans (each such loan, a an “Additional Committed Loan” and, together with the Initial Committed Loan, the “Committed LoanLoans”) to the Borrowers in Borrower on the Closing Datein Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such the Initialsuch Lender’s unused Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment. , and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(b), prepay under Section 2.052.03, and reborrow under this Section 2.012.01(b). (c) The Committed BorrowingBorrowings shall consist of the Committed LoanLoans made by the Initialeach Lender in accordance with its Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. The Committed Loans may be Base Rate Loans or Eurocurrency Rate Eurodollar RateTerm SOFR Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; provided, however, that subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Loan Cap, (ii) after giving effect to any Committed Borrowing, the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, , (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower LC Obligations shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not at any time exceed the Company Sublimit then in effectLetter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans Loans, or Eurocurrency LIBO Rate Loans, as further provided herein; provided that . (b) The Administrative Agent shall have the right, at any Borrowings made on time and from time to time after the Closing Date in their Permitted Discretion to establish, modify or any eliminate Reserves. The Administrative Agent will provide the Lead Borrower one (1) Business Day’s prior notice of the three (3) Business Days following establishment of any new categories of Reserves or for changes in the Closing Date methodology of the calculation of an existing category of Reserves, provided, that, no such notice shall be made as Base Rate Loans unless required (i) at any time that a Default or Event of Default shall exist or have occurred and be continuing, (ii) for changes to any Reserves resulting solely by virtue of mathematical calculations of the applicable Borrower delivers amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (iii) for changes to categories of Reserves or methodology of calculation if a funding indemnity letter in form and substance Material Adverse Effect has occurred or it would be reasonably acceptable likely to the Administrative Agent occur were such categories of Reserves or methodology not less than three Business Days changed prior to the date expiration of such Borrowingone (1) Business Day period.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche B Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche B Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche B Lender or any other Tranche B Lender in accordance with Section 2.15 from time to time, on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to TFA on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche C Commitment; provided provided, however, that after giving effect to any Borrowings Committed Borrowing made on by the Closing Date or any Tranche C Lenders, (i) the Total Outstandings applicable to TFA shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount Toyota – Five Year Credit Agreement (2015) of the three Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TFA plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (3or Affiliate’s) Business Days following Swing Line Loans made to TFA shall not exceed such Lender’s Tranche C Commitment. Within the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form limits of each Lender’s Tranche C Commitment, and substance reasonably acceptable subject to the Administrative Agent other terms and conditions hereof, TFA may borrow under this Section 2.1(c), prepay under Section 2.4, and, reborrow under this Section 2.1(c). (d) After giving effect to Committed Loans made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or its Affiliates shall not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment; provided, further, that during the period from the Closing Date to the Merger Effective Date, the Aggregate Commitments hereunder shall be deemed to be reduced by an amount equal to the aggregate amount of outstanding commercial paper issued by the Borrower multiplied by the fraction in which the numerator is the Aggregate Commitments hereunder and the denominator is the sum of (iiix) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, Aggregate Commitments hereunder and (ivy) the aggregate Outstanding Amount of all Loans and L/C Obligations made to “Aggregate Commitments” as defined in the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect364-Day Credit Agreement. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. At the option of the Borrower, Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Prior to the Closing Date, certain loans were made to the Borrowers under 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 set forth in this Agreement, each Borrower and each of the Lenders agree that on the Closing Date but subject to the reallocation and other transactions described in Section 1.10, the Existing Loans under the Existing Credit Agreement 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. In addition, subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Committed Loan Offshore Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Swing Line Loans outstanding in Offshore Currencies (other than euro) shall not exceed such Designated Borrower Sublimit, the Offshore Currency Committed Loan and Swing Line Loan Sublimit and (iv) the aggregate Outstanding Amount of all Committed Loans and Swing Line Loans and L/C Obligations made to the Company under the Company Sublimit issued or outstanding in Offshore Currencies (other than euro) shall not exceed the Company Sublimit then in effectOffshore Currency Committed Loan, Swing Line Loan and Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Offshore Rate Loans, as further provided herein; provided that . The initial borrowing from any Borrowings made on Lender to a Borrower organized under the Closing Date or any laws of the three Netherlands shall at all times exceed €100,000 (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter or its equivalent in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowinganother currency).

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) in Agreed Currencies and other Foreign Currencies to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (ix) the Dollar Equivalent of the Total Outstandings of the Lenders shall not exceed the Aggregate Commitments, (iiy) the Credit Exposure Dollar Equivalent of the Outstanding Amount of any Lender shall not exceed such Lender’s Commitment, Commitment and (iiiz) the aggregate Outstanding Amount Dollar Equivalent of all Committed Loans made to the Company and any Designated Borrower under Total Outstandings of the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit Lenders borrowed in Specified Foreign Currencies shall not exceed the Company Sublimit then in effectSpecified Foreign Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.03, and reborrow under this Section 2.01. Committed Loans may be Base Rate ABR Loans or Eurocurrency Rate Loans, as further provided herein; provided that ABR Loans shall only be made in U.S. Dollars. Each Lender may, at its option, make any Borrowings made on Committed Loan available to the Closing Date Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that, any exercise of such option shall not affect the obligation of the three (3) Business Days following Borrower to repay such Committed Loan in accordance with the Closing Date terms and subject to the conditions of this Agreement, and such Affiliate shall be made treated as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date Lender for purposes of such Borrowingthis Agreement.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”"COMMITTED LOAN") to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Commitment; providedPROVIDED, howeverHOWEVER, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Committed Loans made to of any Lender, PLUS such Lender's Applicable Percentage of the Company and any Designated Borrower under Outstanding Amount of all L/C Obligations, PLUS such Lender's Applicable Percentage of the Designated Borrower Sublimit applicable to such Designated Borrower Outstanding Amount of all Swing Line Loans shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectLender's Commitment. Within the limits of each Lender’s 's Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section SECTION 2.01, prepay under Section SECTION 2.05, and reborrow under this Section SECTION 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided that any Borrowings made on . (b) As of the Closing Date or any Date, there are $0 of Loans outstanding and Letters of Credit with a face amount of $7,497,893.63 outstanding under the Second Amended and Restated Credit Agreement. Pursuant to a separate Assignment and Assumption Agreement, dated as of the three (3) Business Days following Closing Date, the lenders under the Second Amended and Restated Credit Agreement have assigned such Loans to Bank of America, N.A., effective as of the Closing Date Date. Effective as of the Closing Date, (i) such Loans under the Second Amended and Restated Credit Agreement shall be made amended and restated as Base Rate Loans unless hereunder and (ii) Bank of America, N.A. hereby assigns a portion of the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Commitment to the Administrative Agent not less than three Business Days prior Lenders hereunder such that, after giving effect to such assignment, the Commitments of the Lenders shall be as set forth on SCHEDULE 2.01. The terms and provisions of Annex 1 of Exhibit E (Assignment and Assumption) are hereby incorporated herein by reference such that the foregoing assignment shall be subject to the date terms and conditions of such BorrowingAnnex 1 of Exhibit E (Assignment and Assumption).

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Committed Loan Offshore Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Swing Line Loans outstanding in Offshore Currencies (other than euro) shall not exceed such Designated Borrower Sublimit, the Offshore Currency Committed Loan and Swing Line Loan Sublimit and (iv) the aggregate Outstanding Amount of all Committed Loans and Swing Line Loans and L/C Obligations made to the Company under the Company Sublimit issued or outstanding in Offshore Currencies (other than euro) shall not exceed the Company Sublimit then in effectOffshore Currency Committed Loan, Swing Line Loan and Letter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Offshore Rate Loans, as further provided herein; provided that any Borrowings made on . Any Loan to a Borrower organized under the Closing Date or any laws of the three (3) Business Days following the Closing Date Netherlands shall at all times be made as Base Rate Loans unless the applicable Borrower delivers provided by a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLender that is a Non-Public Lender.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swingline Loans shall not exceed such Lender’s Commitment, Commitment and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit denominated in an Alternative Currency shall not exceed the Company Sublimit then Alternative Currency Sublimit. Each Lender may, at its option, make any Committed Loan available to any Designated Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that any exercise of such option shall not affect the obligation of such Designated Borrower to repay such Committed Loan in effectaccordance with the terms of this Agreement. Each Lender may, at its option, make any Committed Loan denominated in an Alternative Currency available by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that any exercise of such option shall not affect the obligation of such Designated Borrower to repay such Committed Loan in accordance with the terms of this Agreement. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings . All Committed Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Loans. Notwithstanding anything herein to the Administrative Agent not less than three Business Days prior contrary, Base Rate Committed Loans shall be (i) denominated in Dollars and (ii) available solely to the date of such BorrowingCompany and each other Borrower that is a Domestic Subsidiary.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; provided, however, that subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Loan Cap, (ii) after giving effect to any Committed Borrowing, the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, , (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower LC Obligations shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not at any time exceed the Company Sublimit then in effectLetter of Credit Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans Loans, or Eurocurrency LIBO Rate Loans, as further provided herein; provided that . (b) The Co-Collateral Agents shall have the right, at any Borrowings made on time and from time to time after the Closing Date in their Permitted Discretion to establish, modify or any eliminate Reserves. The Co-Collateral Agents will provide the Lead Borrower one (1) Business Day’s prior notice of the three establishment of any new categories of Reserves or for changes in the methodology of the calculation of an existing category of Reserves, provided, that, no such notice shall be required (3i) at any time that a Default or Event of Default shall exist or have occurred and be continuing, (ii) for changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (iii) for changes to categories of Reserves or methodology of calculation if a Material Adverse Effect has occurred or it would be reasonably likely to occur were such categories of Reserves or methodology not changed prior to the expiration of such one (1) Business Days following Day period. (c) Anything to the Closing Date contrary in this Section 2.01 or otherwise notwithstanding, for so long as the ASC Indenture is in effect or includes any limitation on the amount of the Indebtedness of the Lead Borrower that may be secured by the ASC Restricted Collateral, the ASC Restricted Collateral subject to the Lien of Administrative Agent will secure only the Maximum ASC Credit Facility Amount, and the amount of ASC Restricted Collateral included in the Borrowing Base shall be made as Base Rate Loans unless limited to the applicable Borrower delivers Maximum ASC Credit Facility Amount. The Co-Collateral Agents may at any time and from time to time require that a funding indemnity letter Responsible Officer execute and deliver to the Co-Collateral Agents a certificate, in form and substance reasonably acceptable satisfactory to the Administrative Agent not less than three Business Days prior Co-Collateral Agents, calculating the Maximum ASC Credit Facility Amount, including certifying the accuracy of such calculation and providing such reasonable detail as to the date of basis for such Borrowingcalculation as the Co-Collateral Agents may from time to time request.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “"Committed Loan”") to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s 's Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower denominated in Alternative Currencies shall not exceed such Designated Borrower the Alternative Currency Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to outstanding obligations under either the Company under U.S. Revolving Credit Facility or the Company Sublimit Canadian Revolving Credit Facility shall not exceed their respective limits under the Company Sublimit then in effectU.S. Revolver Ceiling or the Canadian Revolver Ceiling. Within the limits of each Lender’s 's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, provided that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to all Foreign Borrowers plus the Company Outstanding Amount of all Foreign Swing Line Loans shall not exceed the Maximum Foreign Borrower Sublimit and any Designated (iv) with respect to each individual Foreign Borrower, the Outstanding Amount of all Committed Loans made to such Foreign Borrower under plus the Designated Outstanding Amount of all Foreign Swing Line Loans made to such Foreign Borrower shall not exceed the Foreign Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectForeign Borrower. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date each Committed Loan denominated in an Alternative Currency shall be made as Base a Eurocurrency Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoan.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each US A-1 Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed LoanLoan A-1”) to the Borrowers US Borrower in Dollars from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such US A-1 Lender’s US A-1 Commitment; provided, however, that after giving effect to any Committed Borrowing A-1, (i) the US A-1 Total Outstandings shall not exceed the Aggregate Commitments A-1 and (ii) the aggregate Outstanding Amount of the Committed Loans A-1 of any US A-1 Lender, plus such US A-1 Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US A-1 Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US A-1 Lender’s US A-1 Commitment. Within the limits of each US A-1 Lender’s US A-1 Commitment, and subject to the other terms and conditions hereof, the US Borrower may borrow under this Section 2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Committed Loans A-1 may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, that any Committed Borrowing A-1 made on the Third Amendment Effective Date shall be made as Base Rate Loans unless the US Borrower delivers a funding indemnity letter not less than two Business Days prior to the Third Amendment Effective Date. (b) Subject to the terms and conditions set forth herein, each US A-2 Lender severally agrees to make loans (each such loan, a “Committed Loan A-2”) to the US Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such US A-2 Lender’s US A-2 Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing A-2, (i) the US A-2 Total Outstandings shall not exceed the Aggregate Commitments, Commitments A-2 and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Committed Loans made to the Company and A-2 of any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower US A-2 Lender shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectUS A-2 Lender’s US A-2 Commitment. Within the limits of each US A-2 Lender’s US A-2 Commitment, and subject to the other terms and conditions hereof, the Borrowers US Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans A-2 may be Base Rate Loans or Eurocurrency Rate Term SOFR Loans, as further provided herein; provided provided, that Alternative Currency Loans will be Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans; provided, however, that any Borrowings Committed Borrowing A-2 made on the Closing Date or any of the three (3) Business Days following the Closing Third Amendment Effective Date shall be made as Base Rate Loans unless the applicable US Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three two Business Days prior to the date of such BorrowingThird Amendment Effective Date.

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each make, Convert and Continue Committed Loans until the Maturity Date in such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies amounts as Borrower may from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitmentrequest; provided, however, that after giving effect to any Committed Borrowing, the Outstanding Obligations of each Lender (iincluding Swing Line Lender's Swing Line Loans) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s 's Commitment, (iii) and the aggregate Outstanding Amount Obligations of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit Lenders shall not exceed the Company Sublimit then in effectcombined Commitments at any time. Within the limits of each Lender’s CommitmentThis is a revolving credit and, and subject to the foregoing and the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01borrow, Convert, Continue, prepay under Section 2.05, and reborrow under this Section 2.01Committed Loans as set forth herein without premium or penalty. (b) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Committed Upon the request of any Lender made through Administrative Agent, such Lender's Loans may be Base Rate evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender may attach schedules to its Note(s) and endorse thereon the date, amount and maturity of its Committed Loans or Eurocurrency Rate Loansand payments with respect thereto. Such Notes, as further provided herein; provided that any Borrowings made on loan accounts and records shall be conclusive absent manifest error of the Closing Date amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower to pay any amount owing with respect to the Loans. (i) Administrative Agent shall maintain, at Administrative Agent's Office, a register for the recordation of the three names and addresses of Lenders and the Commitments and Extensions of Credit of each Lender from time to time (3) Business Days following the Closing Date "Register"). The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) Administrative Agent shall record in the Register the Commitment and Extensions of Credit from time to time of each Lender, and each repayment or prepayment in respect thereof. Any recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitments or Outstanding Obligations. (iii) Each Lender shall record on its internal records (including, without limitation, the Notes held by such Lender) the amount of each Extension of Credit made by it and each payment in respect thereof. Any recordation shall be conclusive and binding on Borrower, absent manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitment or Outstanding Obligations; provided, further, that in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall, absent manifest error govern. (iv) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Base Rate Loans Lenders in the Register as the holders and owners of the corresponding Commitments and Extensions of Credit listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Extensions of Credit shall be effective, in each case, unless and until an Assignment and Acceptance effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior to such recordation, all amounts owed with respect to the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Commitment or Outstanding Obligations shall be owed to the Administrative Agent not less than three Business Days prior to Lender listed in the date Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such Borrowingrequest or giving such authority or consent, is listed in the Register as Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Outstanding Obligations.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in US Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate principal amount that will not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, result in (ia) the Total Outstandings shall not exceed exceeding the Aggregate Commitments, (iib) the Credit Exposure aggregate Outstanding Amount of the Committed 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 Swing Line Loans (excluding, in the case of the Swing Line Lender only, its Applicable Percentage of the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not exceed have funded their participations), plus, in the case of the Swing Line Lender only, the Outstanding Amount of all Swing Line Loans outstanding at such time as to which the other Lenders shall not have funded their participations, exceeding such Lender’s Commitment, or (iiic) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower SublimitLoans, and (iv) the aggregate Outstanding Amount of all Bid Loans and all L/C Obligations made to denominated in Alternative Currencies or Discretionary Alternative Currencies exceeding the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans denominated in US Dollars may be Base Rate Loans or Eurocurrency Rate Loans, and Committed Loans denominated in any Alternative Currency may only be Eurocurrency Rate Loans, all as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Borrowers shall not exceed such the Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Committed Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Alternative Currency Sublimit then in effectand (v) the aggregate Outstanding Amount of all Committed Loans made to the Canadian Borrowers shall not exceed the Canadian Borrowers Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; . Each Lender at its option may make any Eurocurrency Loan by causing any domestic of foreign branch or Affiliate of such Lender to make such Loan, provided that any Borrowings made on the Closing Date or any exercise of such right shall not affect the obligation of the three (3) Business Days following Borrowers to repay such Loan in accordance with the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date terms of such Borrowingthis Agreement.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans, Term Rate Loans or S▇▇▇▇ Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such LenderL▇▇▇▇▇’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such L▇▇▇▇▇’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, TCCI may borrow under this Section 2.1(b), prepay under Section 2.4, and, reborrow under this Section 2.1(b). Committed Tranche B Loans may be Base Rate Loans, Term Rate Loans, S▇▇▇▇ Loans or Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to the Tranche C Borrower on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time the amount of such L▇▇▇▇▇’s Tranche C Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to the Tranche C Borrower shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to the Tranche C Borrower plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (or Affiliate’s) Swing Line Loans made to the Tranche C Borrower shall not exceed such Lender’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject to the other terms and conditions hereof, the Borrowers Tranche C Borrower may borrow under Tranche C pursuant to the terms set forth in this Section 2.012.1(c), prepay under Section 2.052.4, and and, reborrow under this Section 2.01. 2.1(c). (d) After giving effect to Committed Loans may be Base Rate made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) All Loans made and outstanding under (and as defined in) the Existing Credit Agreement as of the Closing Date (the “Existing Loans”) shall be deemed to be refinanced by Committed Loans made on the Closing Date pursuant to this Agreement in accordance with the terms of this Section 2.01 and Section 2.02. Each of the Lenders hereby waives all applicable breakage costs that may be payable under Section 3.05 of the Existing Credit Agreement as a result of the refinancing of the Existing Loans. (b) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender▇▇▇▇▇▇’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Committed Loans made to the Company of any Lender, plus such Lender’s participation in L/C Obligations and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Swingline Loans shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect▇▇▇▇▇▇’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, Floating Rate Loans or Eurocurrency Rate Term SOFR Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability 69635641 Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, Commitment and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount Letters of all Loans and L/C Obligations made to the Company under the Company Sublimit Credit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding anything to the contrary contained herein, any Lender (a “Funding Affiliate Lender”) may at its option elect to fund any loan to any Foreign Subsidiary Borrower through any foreign or domestic branch or Affiliate (a “Funding Affiliate”) of such Funding Affiliate Lender; provided that (x) nothing herein shall constitute a commitment by any Borrowings made on the Closing Date Funding Affiliate to fund any Committed Loan, and (y) if a Funding Affiliate fails to make all or any part of such Committed Loan, the three (3) Business Days following the Closing Date Funding Affiliate Lender shall be made as Base Rate Loans unless obligated to make such Committed Loan pursuant to the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable terms hereof or, if it fails to do so, to make such payment to the Administrative Agent not less than three Business Days prior as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (a) neither the grant to any Funding Affiliate nor the exercise by any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.04), (b) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (c) the Funding Affiliate Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Committed Loan by a Funding Affiliate hereunder shall utilize the Commitment of the Funding Affiliate Lender to the date of same extent, and as if, such BorrowingCommitted Loan were made by such Funding Affiliate Lender.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in Dollars or in an Optional Currency (each such loan, a “"Committed Loan”") to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s 's Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all the Committed Loans made to of any Lender, plus such Lender's Pro Rata Share of the Company and any Designated Borrower under Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Designated Borrower Sublimit applicable to such Designated Borrower Outstanding Amount of all Swing Line Loans shall not exceed such Designated Borrower SublimitLender's Commitment. In determining the outstanding amount of each Lender's Commitment (including the amount of any Letters of Credit issued in an Optional Currency), and (iv) Agent shall calculate the aggregate Outstanding Amount Equivalent Value of all Loans and L/C Obligations made to Optional Currency Advances based on the Company under Equivalent Value of the Company Sublimit Optional Currency as of the first day of the Interest Period for each Optional Currency Advance or any renewal thereof or on such additional dates as the Agent shall not determine or the Lenders shall require. If at any time the Total Outstandings exceed the Company Sublimit then Aggregate Commitments, Borrower shall on Demand make payment to Agent, for the pro rata benefit of Lenders, in effectDollars or in the Optional Currency, as determined by Agent, in an amount sufficient to reduce the Total Outstandings to an amount not to exceed the Aggregate Commitments. Within the limits of each Lender’s 's Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.1, prepay under Section 2.052.5, and reborrow under this Section 2.012.1. Committed Loans may Neither Agent nor any Lender shall be Base Rate Loans responsible for the Commitment of any other Lender, nor will the failure of any Lender to perform its obligations under its Commitment in any way relieve any other Lender from performing its obligations under its Commitment. (b) The Domestic Borrowers have the option of increasing the Domestic Credit Facility (the "Domestic Credit Facility Increase") provided, among other conditions, that (i) the Aggregate Commitments are decreased dollar for dollar (the "Aggregate Commitments Decrease"), (ii) the Domestic Borrowers give Agent and Lenders at least ten (10) days written notice of any requested Domestic Credit Facility Increase, and (iii) no Default or Eurocurrency Rate LoansEvent of Default exists or is continuing or would be created under this Agreement as a result thereof. In the event the Domestic Borrowers elect to make a Domestic Credit Facility Increase, the Aggregate Commitments shall be decreased subject to compliance with each of the following conditions precedent in a manner satisfactory in all respects to Lenders and Agent, as further provided hereinfollows: (i) the maximum principal amount of the Domestic Credit Facility Aggregate Commitments and the Aggregate Commitments shall not exceed $65,000,000 in the aggregate; (ii) Borrower, Lenders and Agent execute documents, at Borrower's expense, to evidence the Aggregate Commitments Decrease, including (A) Notes evidencing each Lender's Pro Rata Share of the Aggregate Commitments as decreased by the Aggregate Commitments Decrease, (B) an amendment to this Agreement to reflect the Aggregate Commitments as decreased by the Aggregate Commitments Decrease and any related modifications; (C) such other documents as any Lender and/or Agent may reasonably require; and (iii) Borrower shall repay the Loan or cancel Letters of Credit as necessary to reduce the Total Outstandings in compliance with Aggregate Commitments as decreased by the Aggregate Commitments Decrease. (c) Borrower may elect to convert Committed Borrowings to term loans ("Converted Borrowings") upon approval of Agent and Lenders provided that any the Converted Borrowings made on the Closing Date or any shall occur in minimum original principal amounts of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior $1,000,000 and increments of $500,000 and such other terms as are approved by Agent and Lenders. The obligation of the Borrower to repay Converted Borrowings shall be evidenced by promissory notes payable to the date Lenders substantially in the in the form of such Exhibit C with necessary revisions to incorporate the repayment terms agreed upon by the Agent, Lenders and Borrower. In no event will the maturity of any Converted Borrowings exceed the Maturity Date. All outstanding Converted Borrowings shall reduce the amounts otherwise available to Borrower under the Committed Loan. Borrower shall give Agent at least ten (10) Business Days' notice of each proposed Converted Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans, Term Rate Loans or ▇▇▇▇▇ Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.and

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a ““ Committed LoanLoan ”) to the Borrowers each Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Period in an aggregate amount for all the Borrowers not to exceed at any time outstanding the amount of such Lender’s Commitment; providedprovided , howeverhowever , that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower HIL shall not exceed such Designated Borrower Sublimit, the HIL Sublimit and (iv) the aggregate Outstanding Amount of all Committed Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this Section 2.012.01 , prepay under Section 2.052.05 , and reborrow under this Section 2.012.01 . Committed Loans may be Base Rate Loans, Eurocurrency Rate Loans or Eurocurrency Peso Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date . The Loans to each Borrower shall be made as Base Rate Loans unless the applicable sole and several liability of that Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent other Borrowers shall not less than three Business Days prior to the date of be co-obligors or have any joint liability for such BorrowingLoans.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Tranche A Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A Revolving Loan Commitment, or (y) such Lender’s Applicable Percentage of the Tranche A Borrowing Base; provided, however, that subject in each case to the following limitations: (i) after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Loan Cap; (ii) after giving effect to any Tranche A Revolving Loan, the Credit Exposure Total Tranche A Outstandings shall not exceed the Tranche A Revolving Loan Limit, (iii) after giving effect to any Committed Borrowing pursuant to which Tranche A Revolving Loans are requested, the aggregate Outstanding Amount of the Tranche A Revolving Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Loan Commitment, ; and (iiiiv) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower LC Obligations shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not at any time exceed the Company Sublimit then in effectLetter of Credit Sublimit. Within the limits of each Lender’s Tranche A Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Committed Tranche A Revolving Loans may be Base Rate Loans or Eurocurrency LIBO Rate Loans, as further provided herein; provided that . (b) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Tranche A-1 Revolving Loan”) to the Borrowers from time to time, on any Borrowings made on Business Day during the Closing Date Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Tranche A-1 Revolving Loan Commitment, or any (y) such Lender’s Applicable Percentage of the three Tranche A-1 Borrowing Base; subject in each case to the following limitations: (3i) Business Days following after giving effect to any Committed Borrowing, the Closing Date Total Outstandings shall not exceed the Loan Cap, (ii) after giving effect to any Tranche A-1 Revolving Loan, the Total Tranche A-1 Outstandings shall not exceed the Tranche A-1 Revolving Loan Limit, and (iii) after giving effect to any Committed Borrowing pursuant to which Tranche A-1 Revolving Loans are requested, the aggregate Outstanding Amount of the Tranche A-1 Revolving Loans of any Lender, shall not exceed such Lender’s Tranche A-1 Revolving Loan Commitment. Within the limits of each Lender’s Tranche A-1 Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche A-1 Revolving Loans may be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable or LIBO Rate Loans, as further provided herein. Notwithstanding anything to the Administrative Agent contrary contained in this Agreement, from the Amendment No. 2 Effective Date and at all times thereafter, Borrowers shall not less than three Business Days prior request and Lenders shall not make, or be required to the date of such Borrowingmake, Tranche A-1 Revolving Loans.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, Commitments and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment; and provided further that the availability of the Aggregate Commitments at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve. Each Lender may, (iii) the aggregate Outstanding Amount of all at its option, make any Committed Loans made Loan available to the Company and any Designated Borrower under that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that any exercise of such option shall not affect the Designated Borrower Sublimit applicable to obligation of such Designated Borrower shall not exceed to repay such Designated Borrower Sublimit, and (iv) Loan in accordance with the aggregate Outstanding Amount terms of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectthis Agreement. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings . All Committed Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoans.

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loanmake, a “Convert and Continue Committed Loan”) to the Borrowers Loans in Dollars or and Offshore Currencies until the Maturity Date in one or more Alternative Currencies such amounts as Borrower may from time to timetime request; PROVIDED, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, howeverHOWEVER, that after giving effect to the Equivalent Amount in Dollars of the Outstanding Obligations of each Lender (EXCLUDING any Committed Borrowing, (iLender's Competitive Loans and Swing Line Lender's Swing Line Loans) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment's Commitment at any time, (iii) the aggregate Equivalent Amount in Dollars of the Outstanding Amount Obligations of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit Lenders shall not exceed the Company combined Commitments at any time and the Equivalent Amount in Dollars of all the Outstanding Obligations denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit then in effectat any time. Within the limits of each Lender’s CommitmentThis is a revolving credit and, and subject to the foregoing and the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01borrow, Convert, Continue, prepay under Section 2.05, and reborrow under this Section 2.01Committed Loans as set forth herein without premium or penalty. (b) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Committed Upon the request of any Lender made through Administrative Agent, such Lender's Loans may be Base Rate evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender may attach schedules to its Note(s) and endorse thereon the date, amount, applicable currency and maturity of its Committed Loans or Eurocurrency Rate Loansand payments with respect thereto. Such Notes, as further provided herein; provided that any Borrowings made on loan accounts and records shall be conclusive absent manifest error of the Closing Date amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to pay any amount owing with respect to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoans.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Borrowers shall not exceed such the Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Committed Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on . In addition, as a condition to all Alternative Currency Loans, the Closing Date or any of the three (3) Business Days following the Closing Date Borrower and all Lenders shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable provide to the Administrative Agent not less than three Business Days prior and Governmental Authorities all documentation as may be required now or in the future by Governmental Authorities in regard to making or repaying the date of such BorrowingLoans.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of with a Commitment to make Committed Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans to the Borrower (each such loan, loans to the Borrower collectively referred to as a “Committed Loan”) to the Borrowers as provided in Dollars or in one or more Alternative Currencies Schedule 2.01(a) from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Borrowing of a Committed BorrowingLoan, the total amount of outstanding Committed Loans borrowed in Dollars plus the Dollar Equivalent of all Eurocurrency Loans plus all L/C Obligations (icollectively, the “outstanding obligations”) the Total Outstandings shall not at any time exceed the Aggregate Commitments, Commitments for Committed Loans (iithe difference between the Aggregate Committed Loan Commitments and the outstanding obligations is referred to as the “Remaining Availability”) and the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Commitment for Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectLoans. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), prepay under Section 2.052.06, and reborrow under this Section 2.012.01(a). Committed Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, the UK Lender agrees to make Eurocurrency Loans to Cross UK as provided in Schedule 2.01(b) from time to time, on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the UK Lender’s Commitment; provided however, that after giving effect to any Borrowings made on Borrowing for a Eurocurrency Loan, the Closing Date or any Total Outstandings shall not exceed the Lesser of (x) the three Eurocurrency Loan Limit and (3y) Business Days following the Closing Date shall be made as Base Rate Loans unless Remaining Availability. During the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable Availability Period, and, subject to the Administrative Agent not less than three Business Days prior to terms and conditions hereof, the date of such BorrowingBorrower agrees that Cross UK may borrow under this Section 2.01(b), prepay under Section 2.06 and reborrow under this Section 2.01(b).

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability PeriodPeriod of such Tranche A Lender, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans, Term Rate Loans or S▇▇▇▇ Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such LenderL▇▇▇▇▇’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such L▇▇▇▇▇’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, TCCI may borrow under this Section 2.1(b), prepay under Section 2.4, and, reborrow under this Section 2.1(b). Committed Tranche B Loans may be Base Rate Loans, Term Rate Loans, S▇▇▇▇ Loans or Canadian Prime Rate Loans, as further provided herein. (c) Subject to the terms and conditions set forth herein, each Tranche C Lender severally agrees to make loans in Australian Dollars (each such loan, a “Committed Tranche C Loan”) to the Tranche C Borrower on any Business Day during the Tranche C Availability Period of such Tranche C Lender, in an aggregate amount not to exceed at any time the amount of such L▇▇▇▇▇’s Tranche C Commitment; provided, however, that after giving effect to any Committed Borrowing made by the Tranche C Lenders, (i) the Total Outstandings applicable to the Tranche C Borrower shall not exceed the Aggregate Tranche C Commitments, and (ii) the aggregate Outstanding Amount of the Committed Tranche C Loans of any Tranche C Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to the Tranche C Borrower plus, in the case of a Tranche C Lender that is, or has an Affiliate that is, a Swing Line Lender having a Swing Line Commitment in Australian Dollars and without duplication, such Lender’s (or Affiliate’s) Swing Line Loans made to the Tranche C Borrower shall not exceed such L▇▇▇▇▇’s Tranche C Commitment. Within the limits of each Lender’s Tranche C Commitment, and subject to the other terms and conditions hereof, the Borrowers Tranche C Borrower may borrow under Tranche C pursuant to the terms set forth in this Section 2.012.1(c), prepay under Section 2.052.4, and and, reborrow under this Section 2.01. 2.1(c). (d) After giving effect to Committed Loans may be Base Rate made pursuant to this Section 2.1, the aggregate Outstanding Amount of all Loans made by such Lender or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans, Term Rate Loans or ▇▇▇▇▇ Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche B Loan”), on any Business Day during the Tranche B Availability Period of such Tranche B Lender, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.and

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Tranche A Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in US Dollars or in one or more Alternative Currencies (each such loan, a “Committed Tranche A Loan”) to the Tranche A Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Tranche A Availability Period, in an amount not to exceed the amount of such Lender’s Unused Tranche A Commitment at such time. Within the limits of each Lender’s Unused Tranche A Commitment, and subject to the other terms and conditions hereof, the Tranche A Borrowers may borrow under this Section 2.1(a), prepay under Section 2.4, and, unless converted to a Term Loan pursuant to Section 2.13(c), reborrow under this Section 2.1(a). Committed Tranche A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) Subject to the terms and conditions set forth herein, each Tranche B Lender severally agrees to make loans to TCCI in US Dollars or in one or more Alternative Currencies, and (i) in the case of a Tranche B Lender willing and able to accept Drafts, to create acceptances (“Bankers’ Acceptances”) by accepting Drafts and to purchase such Bankers’ Acceptances in accordance with Section 2.15(a) and (ii) in the case of a Tranche B Lender which is unwilling or unable to accept Drafts, to purchase completed Drafts, which will not be accepted by the Tranche B Lender or any other Tranche B Lender in accordance with Section 2.15 from time to time, on any Business Day during the Tranche B Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Commitment; provided, however, that after giving effect to any Committed Borrowing, Borrowing made by the Tranche B Lenders, (i) the Total Outstandings applicable to TCCI shall not exceed the Aggregate Tranche B Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Tranche B Loans of any Tranche B Lender plus such Lender’s ratable share of the Outstanding Amount of all Swing Line Loans made to TCCI shall not exceed such Lender’s Tranche B Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Tranche B Commitment, and subject to the other terms and conditions hereof, the Borrowers TCCI may borrow under this Section 2.012.1(b), prepay under Section 2.052.4, and and, unless converted to a Term Loan pursuant to Section 2 .13(c), reborrow under this Section 2.012.1(b). Committed Tranche B Loans may be Base Rate Loans or Loans, Eurocurrency Rate Loans, Canadian Prime Rate Loans, Bankers’ Acceptances or BA Equivalent Notes, as further provided herein; provided that any Borrowings . (c) After giving effect to Committed Loans made on pursuant to this Section 2.1, the Closing Date aggregate Outstanding Amount of all Loans (other than Money Market Loans) made by such Lender or any of the three (3) Business Days following the Closing Date its Affiliates shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of exceed such BorrowingLender’s Commitment Cap.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans in Dollars or in an Optional Currency (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.1, prepay under Section 2.052.5, and reborrow under this Section 2.012.1. Committed Loans may Neither Administrative Agent nor any Lender shall be Base Rate Loans or Eurocurrency Rate Loansresponsible for the Commitment of any other Lender, as further provided herein; nor will the failure of any Lender to perform its obligations under its Commitment in any way relieve any other Lender from performing its obligations under its Commitment. (b) The Borrower may, at its option, not more than once per calendar quarter, elect to increase the Aggregate Commitments, provided that any Borrowings made on (i) the Closing Date or any of the three Borrower shall give ten (310) Business Days following prior written notice to the Closing Date Administrative Agent of such election; (ii) the Borrower shall decrease the Domestic Credit Facility Aggregate Commitments on a dollar for dollar basis concurrent with the effective date of such increase; (iii) each of the conditions precedent set forth in Section 4.2 shall be made satisfied as Base Rate Loans unless of the applicable Borrower delivers effective date of such increase; (iv) the aggregate amount of the Aggregate Commitments and the Domestic Credit Facility Aggregate Commitments shall not exceed $50,000,000 (less (x) the amount of any prior reduction in the Aggregate Commitments pursuant to Section 2.6 and (y) the amount of any prior reduction in the Domestic Credit Facility Aggregate Commitments pursuant to Section 2.6 of the credit agreement for the Domestic Credit Facility); (v) such increase shall be in a funding indemnity letter minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (vi) such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Commitments in a corresponding amount of such increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Commitment) and (B) documentation from each institution providing an additional Commitment evidencing its additional Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent including, without limitation, Notes evidencing each Lender’s Pro Rata Share of the Aggregate Commitments as increase; and (vii) if any Loans are outstanding at the time of the increase in the Aggregate Commitments, the Borrower shall, if applicable and notwithstanding any provision in any Loan Document requiring the application of payments or prepayments on a pro rata basis, including, without limitation, Section 2.14, prepay one or more existing Loans (such prepayment to be subject to Section 3.5) in an amount necessary such that after giving effect to the increase in the Aggregate Commitments, each Lender will hold its pro rata share (based on its Pro Rata Share of the increased Aggregate Commitments) of outstanding Loans. (c) Borrower may elect to convert Committed Borrowings to term loans (“Converted Borrowings”) upon approval of Agent and Lenders provided that the Converted Borrowings shall occur in minimum original principal amounts of not less than three Business Days prior $1,000,000 and increments of $500,000 and such other terms as are approved by Agent and Lenders. The obligation of the Borrower to repay Converted Borrowings shall be evidenced by promissory notes payable to the date Lenders substantially in the in the form of such Exhibit C with necessary revisions to incorporate the repayment terms agreed upon by the Agent, Lenders and Borrower. In no event will the maturity of any Converted Borrowings exceed the Maturity Date. All outstanding Converted Borrowings shall reduce the amounts otherwise available to Borrower under the Committed Loan. Borrower shall give Agent at least ten (10) Business Days’ notice of each proposed Converted Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Revolving Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Revolving Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, time on any Business Day during the Revolving Availability Period, Period in an aggregate principal amount (x) in accordance with its Applicable Percentage and (y) not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing of Revolving Loans, (i) the Total Outstandings in respect of Revolving Loans shall not exceed the Aggregate Commitments, Revolving Commitments and (ii) the Credit Exposure of any Lender in respect of Revolving Loans shall not exceed such Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.012.01(a), voluntarily prepay under Section 2.05, and reborrow under this Section 2.01. Committed Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made . (b) Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single term loan (each such loan, a “Term Loan”) to the Borrower in Dollars in a single drawing, on the Closing Date Date, in an aggregate amount (i) in accordance with its Applicable Percentage and (ii) not to exceed the amount of such Term Lender’s Term Commitment. Amounts borrowed in respect of Term Loans under this Section 2.01(b) and paid or any prepaid may not be reborrowed. The Term Commitment of each Term Lender to lend to the three Borrower shall automatically expire on the earlier to occur of (3i) Business Days following the Closing Date shall (but only after giving effect to the Term Loans made pursuant to this Section 2.01(b) on such date) and (ii) the Commitment Termination Date in respect of the Term Commitments. Term Loans may be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurocurrency Rate Loans, as further provided herein.

Committed Loans. Subject to the terms and conditions set forth herein, each Revolving Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) Revolving Loans in Dollars to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Committed BorrowingBorrowing of Revolving Loans, (i) the Total Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Revolving Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein; provided . Each Lender that holds a commitment and loans under the Existing Credit Agreement hereby waives any Borrowings made amounts that would be payable under Section 3.05 of the Existing Credit Agreement as a result of the repayment of the loans thereunder on the Closing Date or any as a result of such payment being made on a date other than the last day of the three relevant “Interest Period” (3) Business Days following as defined in the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingExisting Credit Agreement).

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make term loans (each such loan, a “Committed "Loan”") to Borrower on the Borrowers in Dollars or in one or more Alternative Currencies Closing Date, and, pursuant to Section 2.01(c), from time to timetime thereafter. Subject to the terms and conditions set forth in this Agreement, on any Business Day during each Lender severally agrees to Convert and Continue Loans until the Availability Period, Maturity Date as Borrower may from time to time request in an aggregate amount not to exceed at any time outstanding the amount of the Commitment of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) Lender and the Total Outstandings aggregate of all Commitments shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of Combined Commitments at any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made time. Subject to the Company foregoing and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01Convert, prepay under Section 2.05Continue, and reborrow under this Section 2.01prepay Loans until the Maturity Date as set forth herein without premium or penalty. Committed Loans that are repaid or prepaid may not be Base Rate Loans or Eurocurrency Rate Loansreborrowed. (b) Up to $266,000,000 of the Combined Commitments shall be available for Borrowing to fund the cash portion of the Oxford Acquisition on the Closing Date, as further provided herein; provided that any Borrowings made the Closing Date does not occur later than September 30, 2000. Up to $13,000,000 of the Combined Commitments will be available for Borrowing on the Closing Date or any to fund the fees and related costs associated with the Oxford Acquisition upon submission by Borrower to Administrative Agent of a schedule of such fees and related costs reasonably acceptable to Administrative Agent. (c) Subject to Section 2.04 below, up to $23,000,000 of the three (3) Business Days following Combined Commitments will be available for Borrowing from and after the Closing Date shall to finance the Partnership Tenders (excluding any fees and expenses in connection therewith), to be made as Base Rate Loans unless made, in no more than two Borrowings of at least $10,000,000 each, at any time on or after the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior Closing Date up to the date which is ninety (90) days after the Closing Date but no later than December 15, 2000. (d) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business. Such Lender's Loans shall be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender may attach schedules to its Note(s) and endorse thereon the date, amount and maturity of its Committed Loans and payments with respect thereto. Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of such Borrowing.Loans and payments thereon. Any

Committed Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each Lender (orseverally agrees, in the case of to make, Convert and Continue Committed Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s CommitmentPeriod as Borrower may request; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings aggregate Outstanding Amount of all Loans and Letter of Credit Usage shall not exceed the Aggregate Commitments, and (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Letter of Credit Usage, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment; provided, (iii) further, that the aggregate Outstanding Amount Commitments of all Committed Loans made Lenders shall be adjusted to give effect to any assignments of the Commitments pursuant to Section 10.6. Subject to the Company foregoing and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01borrow, Convert, Continue, prepay under Section 2.05, and reborrow under this Section 2.01Committed Loans as set forth herein without premium or penalty (b) Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business. Committed Upon the request of any Lender made through Administrative Agent, such Lender’s Loans may be Base Rate Loans evidenced by one or Eurocurrency Rate Loansmore Committed Loan Notes, as further provided herein; provided that any Borrowings made instead of or in addition to loan accounts. (Each such Lender may endorse on the Closing Date schedules annexed to its Committed Loan Note(s) the date, amount and maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Committed Loan Notes shall be conclusive absent manifest error of the amount of such Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to pay any amount owing with respect to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoans.

Committed Loans. Subject to and in reliance upon the terms terms, conditions, representations, and conditions warranties contained in this Agreement, each Lender, severally, and not jointly, agrees to make Advances in Primary Currencies to EDS and any of the Designated EDS Affiliates, provided that no Lender shall be obligated to make an Advance which, when added to the aggregate principal amount of the outstanding Committed Loans (in the case of Committed Loans denominated in Alternative Currencies, calculated, as of the date of such Advance, by reference to the Dollar Equivalent Value of such Committed Loans) from such Lender outstanding would exceed such Lender's Committed Sum; provided further that, no Lender shall be obligated to make an Advance which, when added to the aggregate outstanding principal amount of all Committed Loans and Bid Rate Loans (calculated, as of the date of such Advance, by reference to the Dollar Equivalent Value of Committed Loans and Bid Rate Loans denominated in currencies other than Dollars) from all Lenders would exceed the Aggregate Committed Sum. Notwithstanding anything to the contrary set forth herein, each any Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to may make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in and have outstanding one or more Alternative Currencies from time to timeBid Rate Loans which, on any Business Day during when aggregated with the Availability Period, in an aggregate outstanding principal amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to from such Designated Borrower shall not Lender, would exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit Lender's Committed Sum. Administrative Agent shall not exceed the Company Sublimit then in effect. Within the limits maintain a record of each Lender’s Commitment's Committed Sum, Percentage, Committed Loans, and subject to the other terms Bid Rate Loans. Each Lender's Commitment shall continue in full force and conditions hereofeffect until and expire on, the Borrowers applicable Commitment Termination Date, and no Lender shall have any obligation to make any Committed Loan thereafter; provided that, each Borrower's Obligation and Lender's Rights under the Loan Documents shall continue in full force and effect until such Borrower's Obligation is paid and performed in full. From and after the Availability Date, through and including the final Commitment Termination Date, EDS and each Designated EDS Affiliate may borrow under this Section 2.01borrow, prepay under Section 2.05repay, and reborrow under this Section 2.01. Committed Loans may be Base and Bid Rate Loans or Eurocurrency Rate Loanshereunder, subject as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base respects Bid Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingSection 2.3.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Applicable Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Dollar Committed Loan”) to the Borrowers Company in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i1) the Total Outstandings shall not exceed the Aggregate CommitmentsCommitments and (2) the aggregate Outstanding Amount of the Committed 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 Swing Line Loans shall not exceed such Lender’s Commitment; provided, further, that if the Company wishes to incur Dollar Committed Loans in an aggregate principal amount (taken together with all Dollar Committed Loans at such time outstanding) in excess of the Dollar Allocation, the Company shall notify the Administrative Agent and each Applicable Agent (who shall notify the applicable Designated Additional Dollar Lenders) of such determination and shall specify a portion of one or more Alternative Currency Sublimits (the “Redesignated Sublimits”) to be reduced by an aggregate amount equal to the amount by which such proposed Borrowing exceeds the Dollar Allocation and the amount by which each such Alternative Currency Sublimit is to be reduced (the “Dollar Designation”), and the Applicable Lenders in respect of such Alternative Currency Sublimits (the “Designated Additional Dollar Lenders”) shall make Dollar Committed Loans to the Company on a ratable basis in accordance with their respective commitments to the Redesignated Sublimits, upon and subject to the terms and conditions set forth in this Agreement. (b) Subject to the terms and conditions set forth herein (including without limitation Section 2.01(a), each Canadian Dollar Lender severally agrees to make loans (each such loan, a “Canadian Dollar Loan”) to the Canadian Borrower in Canadian Dollars from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Canadian Dollar Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Canadian Dollar Outstandings shall not exceed the Canadian Dollar Sublimit, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans made denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. (c) Subject to the Company terms and conditions set forth herein (including without limitation Section 2.01(a)), each Finland Euro Lender severally agrees to make loans (each such loan, a “Finland Euro Loan”) to the Finnish Borrower in Euros from time to time, on any Designated Borrower under Business Day during the Designated Borrower Sublimit applicable Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Designated Borrower Lender’s Finland Euro Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Finland Euro Outstandings shall not exceed the Finland Euro Sublimit, (ii) the aggregate Outstanding Amount of the Committed 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 Swing Line Loans shall not exceed such Designated Borrower SublimitLender’s Commitment, and (iviii) the aggregate Outstanding Amount of all Committed Loans and L/C Obligations made to the Company under the Company Sublimit denominated in Alternative Currencies shall not exceed the Company Sublimit then Alternative Currency Sublimit. (d) Subject to the terms and conditions set forth herein (including without limitation Section 2.01(a)), each Singapore Euro Lender severally agrees to make loans (each such loan, a “Singapore Euro Loan”) to the Singapore Borrower in effectEuros from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Singapore Euro Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Singapore Euro Outstandings shall not exceed the Singapore Euro Sublimit, (ii) the aggregate Outstanding Amount of the Committed 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 Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. (e) Subject to the terms and conditions set forth herein (including without limitation Section 2.01(a)), each Yen Lender severally agrees to make loans (each such loan, a “Yen Loan”) to the Yen Borrower in Yen from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Yen Commitment; provided, however, that after giving effect to any such Borrowing, (i) the Yen Outstandings shall not exceed the Yen Sublimit, (ii) the aggregate Outstanding Amount of the Committed 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 Swing Line Loans shall not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Applicable Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Upon the repayment of Loans in respect of any Redesignated Sublimit, the ratable Commitments of the Designated Additional Dollar Lenders in respect of such Redesignated Sublimit shall automatically at such time be restored as Commitments to the relevant Alternative Currency Sublimit which had been redesignated in connection with such Borrowing. Dollar Committed Loans and Canadian Dollar Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided . Alternative Currency Loans that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date are not Canadian Dollar Loans shall be made Eurocurrency Loans, as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingfurther provided herein.

Committed Loans. (d) Subject to the terms and conditions set forth herein, each Tranche 1 Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Tranche 1 Loan”) to the Borrowers Company, and to any other Borrower designated to receive Tranche 1 Loans hereunder, in U.S. Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Tranche 1 Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Committed Tranche 1 Borrowing, (i) the Total Tranche 1 Outstandings shall not exceed the Aggregate Commitments, Tranche 1 Commitments and (ii) the Revolving Credit Exposure of any Tranche 1 Lender shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, ; and provided further that (iiii) the aggregate Outstanding Amount availability of all Committed the Aggregate Tranche 1 Commitments at any time for the making of any Tranche 1 Loans made to and the Company and any Designated Borrower under issuance of Letters of Credit shall be reduced by the Designated Borrower Sublimit amount of the Alternative Currency Reserve (if any) applicable to such Designated Borrower shall not exceed such Designated Borrower SublimitTranche 1, and (ivii) in determining the availability of the Aggregate Tranche 1 Commitments hereunder with respect to any Escalating Credits issued or outstanding hereunder, the Aggregate Tranche 1 Commitments will be deemed to be utilized in respect of such Escalating Credits in the aggregate Outstanding Amount of all Loans and L/C Obligations made amount equal to the Company maximum aggregate amount available to be drawn under the Company Sublimit shall not exceed the Company Sublimit then in effectall such Escalating Credits (after giving effect to all increases). Within the limits of each Tranche 1 Lender’s Tranche 1 Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Tranche 1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, Commitment and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount Letters of all Loans and L/C Obligations made to the Company under the Company Sublimit Credit denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding anything to the contrary contained herein, any Lender (a “Funding Affiliate Lender”) may at its option elect to fund any loan to any Foreign Subsidiary Borrower through any foreign or domestic branch or Affiliate (a “Funding Affiliate”) of such Funding Affiliate Lender; provided that (x) nothing herein shall constitute a commitment by any Borrowings made on the Closing Date Funding Affiliate to fund any Committed Loan, and (y) if a Funding Affiliate fails to make all or any part of such Committed Loan, the three (3) Business Days following the Closing Date Funding Affiliate Lender shall be made as Base Rate Loans unless obligated to make such Committed Loan pursuant to the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable terms hereof or, if it fails to do so, to make such payment to the Administrative Agent not less than three Business Days prior as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (a) neither the grant to any Funding Affiliate nor the exercise by any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.04), (b) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (c) the Funding Affiliate Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Committed Loan by a Funding Affiliate hereunder shall utilize the Commitment of the Funding Affiliate Lender to the date of same extent, and as if, such BorrowingCommitted Loan were made by such Funding Affiliate Lender.

Committed Loans. (a) Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make revolving loans (each such loan, a “Revolver Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolver Loan Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings Outstanding Amount of Revolver Committed Loans and Swing Line Loans and L/C Obligations shall not exceed the Aggregate Commitments, Revolver Commitments and (ii) the Credit Exposure of Total Outstandings owed to any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effect. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.052.06, and reborrow under this Section 2.01. Revolver Committed Loans may be Base Rate Committed Loans or Eurocurrency Eurodollar Rate Committed Loans, as further provided herein; provided that any Borrowings made . (b) Subject to the terms and conditions set forth herein, on the Closing Date or Date, each Lender severally agrees to make a term loan (each such loan, a “Term Committed Loan”) to the Borrower in the aggregate principal amount equal to the Lender’s Term Loan Commitment. As long as no Event of Default occurs, the Term Loan shall mature on the Term Loan Maturity Date. The Borrower may not reborrow any portion of the three (3) Business Days following the Closing Date shall Term Loan once repaid. Term Committed Loans may be made as Base Rate Committed Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowingor Eurodollar Rate Committed Loans, as further provided herein.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Lender 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 Swing Line Loans shall not exceed such Lender’s Commitment, Commitment and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) denominated in an Alternative Currency plus the aggregate Outstanding Amount of all Loans and L/C Obligations made to the Company under the Company Sublimit denominated in an Alternative Currency shall not exceed the Company Sublimit then Alternative Currency Sublimit. Each Lender may, at its option, make any Committed Loan available to any Designated Borrower that is a Foreign Subsidiary by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that any exercise of such option shall not affect the obligation of such Designated Borrower to repay such Committed Loan in effectaccordance with the terms of this Agreement. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings . All Committed Loans made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such BorrowingLoans.

Committed Loans. Subject to the terms and conditions set forth herein, each Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower Letters of Credit denominated in Alternative Currencies shall not exceed such Designated Borrower Sublimit, the Alternative Currency Sublimit and (iv) the aggregate Outstanding Amount of all Swing Line Loans and (after giving effect to any repayment or prepayment thereof to occur on the date of such requested Committed Loan, including with any portion of the proceeds thereof) plus the aggregate Outstanding Amount at such time of the Committed Loans of the Lender acting as Swing Line Lender (including the requested Committed Loan) plus the aggregate Outstanding Amount of such Lender’s participations in L/C Obligations made to the Company under the Company Sublimit shall not exceed the Company Sublimit then in effectsuch Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.

Committed Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.14), each Tranche 1 Lender (or, in the case of Loans made under a Designated Borrower Sublimit, each Designated Lender with respect to such Designated Borrower Sublimit) severally agrees to make loans (each such loan, a “Committed Tranche 1 Loan”) to the Company and to any other Borrowers designated to receive Tranche 1 Loans hereunder, in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Tranche 1 Lender’s Tranche 1 Commitment; provided, however, that after giving effect to any Committed Tranche 1 Borrowing, (i) the Total Tranche 1 Outstandings shall not exceed the Aggregate Tranche 1 Commitments, (ii) the Revolving Credit Exposure of any Tranche 1 Lender shall not exceed such Tranche 1 Lender’s Tranche 1 Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans made to the Company and any Designated Borrower under the Designated Borrower Sublimit applicable to such Designated Borrower shall not exceed such Designated Borrower Sublimit, and (iv) the aggregate Outstanding Amount of all Tranche 1 Loans and L/C Obligations made to the Company under the Company Sublimit Tranche 2 Loans denominated in Alternative Currencies shall not exceed the Company Sublimit then in effectAlternative Currency Sublimit. Within the limits of each Tranche 1 Lender’s Commitment, and subject to the other terms and conditions hereof, the applicable Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.012.01(a). Committed Tranche 1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that any Borrowings made on . The Borrowers designated to receive Tranche 1 Loans as of the Closing Date are set forth on Schedule 2.01A. (b) Subject to the terms and conditions set forth herein (including Section 2.14), each Tranche 2 Lender severally agrees to make loans (each such loan, a “Tranche 2 Loan”) to the Company and any other Borrowers designated to receive Tranche 2 Loans hereunder, in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Tranche 2 Lender’s Tranche 2 Commitment; provided, however, that after giving effect to any Tranche 2 Borrowing, (i) the three Total Tranche 2 Outstandings shall not exceed the Aggregate Tranche 2 Commitments, (3ii) Business Days following the Revolving Credit Exposure of any Tranche 2 Lender shall not exceed such Tranche 2 Lender’s Tranche 2 Commitment, and (iii) the aggregate Outstanding Amount of all Tranche 1 Loans and Tranche 2 Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Tranche 2 Lender’s Tranche 2 Commitment, and subject to the other terms and conditions hereof, the applicable Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Tranche 2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. The Borrowers designated to receive Tranche 2 Loans as of the Closing Date shall be made as Base Rate Loans unless the applicable Borrower delivers a funding indemnity letter in form and substance reasonably acceptable to the Administrative Agent not less than three Business Days prior to the date of such Borrowing.are set forth on Schedule 2.01B.