Common use of The Commitments Clause in Contracts

The Commitments. Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table of Contents

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial a Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial each a "Term Loan” " and, collectively, the “Initial "Term Loans”") to the Borrower, which Initial Term Loans (i) shall only may be incurred pursuant to a single drawing by the Borrower on the Closing Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Initial Borrowing Date or on or prior to the sixth Business Day after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iii) shall be made by each such Lender Bank in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender Bank on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred on or prior (before giving effect to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation termination thereof on such date pursuant to make Initial Term LoansSection 3.03(b)(ii)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (A) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. Table Notwithstanding anything to the contrary contained in this Agreement, no more than $9,000,000 of ContentsRevolving Loans in the aggregate may be incurred on the Initial Borrowing Date. (B) Revolving Loans may not be incurred as Acquisition Loans if after giving effect thereto the aggregate outstanding principal amount of Acquisition Loans would exceed the Acquisition Sub-Limit then in effect. Except to the extent made pursuant to a Mandatory Borrowing, Revolving Loans may not be incurred as Working Capital Loans if after giving effect thereto the aggregate outstanding principal amount of Working Capital Loans would exceed the Working Capital Sub-Limit then in effect. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (x) the Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans and (y) the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the waiver of such Default or Event of Default by the Required Banks. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks with Revolving Loan Commitments that the Swingline Bank's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any termination thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial each a "Term Loan” " and, collectively, the “Initial "Term Loans”") to the BorrowerBorrower in an amount equal to such Lender's Term Loan Percentage, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins and ends on the same day with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Initial Borrowing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table of Contents.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial a Term Loan Commitment severally agrees to make make, at any time and from time to time on and after the Initial Borrowing Date and on or prior to the Term Loan Commitment Termination Date, a term loan or term loans (each, an “Initial a "Term Loan” " and, collectively, the “Initial "Term Loans”") to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided PROVIDED that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender not exceed for any Bank, in that initial aggregate principal amount, that amount which does not exceed equals the Initial Term Loan Commitment of such Lender Bank on the Closing Date. In the event that the Closing Date shall not have occurred such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or 3.03(b)(ii) but after giving effect to any reductions thereto on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation such date pursuant to make Initial Term LoansSection 3.03(b)(iii)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the date on which the Total Term Loan Commitment has been reduced to zero and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; PROVIDED that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the date on which the Total Term Commitment has been reduced to zero and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans), an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Table The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of Contentsthe outstanding Swingline Loans. The Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks, (iii) the Agent in good faith believes that such Default or Event of Default has ceased to exist or (iv) the consent of the Required Banks to make Swingline Loans notwithstanding the existence of such Default or Event of Default. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans, PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10, in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) PRO RATA on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial Adience B Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, each an “Initial "Adience B Term Loan” " and, collectively, the “Initial "Adience B Term Loans”") to the BorrowerAdience, which Initial Adience B Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) shall be denominated made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Adience B Term Loans pursuant to Section 1.06) and (iii) shall be made by each such Bank in that initial aggregate principal amount as is equal to the Adience B Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Adience B Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Newco A Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "Newco A Term Loan" and, collectively, the "Newco A Term Loans") to Newco, which Newco A Term Loans (i) shall be made and maintained in Pounds Sterling and (ii) shall be made by each such Bank in that initial aggregate principal amount as is equal to the Newco A Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Newco A Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Newco B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "Newco B Term Loan" and, collectively, the "Newco B Term Loans") to Newco, which Newco B Term Loans (i) shall be made and maintained in Dollars, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Newco B Term Loans pursuant to Section 1.06) and (iii) except shall be made by each such Bank in that initial aggregate principal amount as hereinafter providedis equal to the Newco B Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(d)(ii)). Once repaid, Newco B Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Revolving Loan Borrowers, which Revolving Loans (i) shall, in the case of Revolving Loans made to Adience, be made and maintained in Dollars (each a "Dollar Revolving Loan" and, collectively, the "Dollar Revolving Loans"), which Dollar Revolving Loans shall, at the option of the BorrowerAdience, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR and Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Dollar Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 60th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) shall, in the case of Revolving Loans made to ▇▇▇▇▇▇▇▇, be made and maintained in Pounds Sterling (each a "Sterling Revolving Loan" and, collectively, the "Sterling Revolving Loans"), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Bank at the time of the making of any such Revolving Loans, and after giving effect thereto, that aggregate principal amount (for this purpose, using the Dollar Equivalent of each outstanding Sterling Revolving Loan) which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Bank (for this purpose, using the Dollar Equivalent of each Sterling Revolving Loan then outstanding from such Bank) and (II) the product of (A) such Bank's RL Percentage and (B) the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, (v) shall not, in the case of Dollar Revolving Loans, at any time exceed in aggregate outstanding principal amount, when added to (x) the aggregate amount of all Adience Letter of Credit Outstandings (exclusive of any Unpaid Drawings with respect thereto which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Dollar Revolving Loans) and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of Dollar Revolving Loans), the amount of the Dollar Revolving Sub-Limit and (vi) shall not, in the case of Sterling Revolving Loans, at any time exceed in aggregate outstanding principal amount, when added to the aggregate amount of all ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings (exclusive of any Unpaid Drawings with respect thereto which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Sterling Revolving Loans), the amount of the Sterling Revolving Sub-Limit. (e) Subject to and upon the terms and conditions set forth herein, BTCo in its individual capacity agrees to make, from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to Adience, which Swingline Loans (i) shall be made by each such Lender and maintained in that Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount which does at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of each outstanding Sterling Revolving Loan) then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date), (v) shall not exceed in the Initial Term aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Dollar Revolving Loans then outstanding and the Adience Letter of Credit Outstandings at such time, an amount equal to the Dollar Revolving Sub-Limit and (vi) shall not exceed in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(e), BTCo shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as BTCo shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist. (f) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Lender on Mandatory Borrowing and (v) the Closing Dateamount of the Total Revolving Loan Commitment at such time or the Dollar Revolving Sub-Limit. In the event that any Mandatory Borrowing cannot for any reason be made on the Closing Date date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to Adience), then each such Bank hereby agrees that it shall not forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from Adience on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred on or prior to but excluding the Termination Datedate of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table of Contentsday thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial a Tranche A Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, an “Initial a "Tranche A Term Loan” " and, collectively, the “Initial "Tranche A Term Loans”") to the Borrower, which Initial Tranche A Term Loans (i) shall be incurred made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall be denominated made by each Bank in Dollarsthat initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (iiib) except Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan (each, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as hereinafter provideda single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.06) and (ii) shall be made by each Bank in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided , PROVIDED that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 5th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (w) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (x) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, (y) the principal amount of Indebtedness outstanding pursuant to Section 9.04 (xi) and (z) the Foreign Loan Amount at such time, equals the Total Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made by each such Lender and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in that accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount which does at any time outstanding, when added to (w) the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding, (x) the Letter of Credit Outstandings at such time, (y) the Foreign Loan Amount at such time and (z) the principal amount of Indebtedness outstanding pursuant to Section 9.04 (xi), an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Initial Term Maximum Swingline Amount and (v) shall not be extended if the Swingline Bank receives a written notice from the Administrative Agent or the Required Banks that has not been rescinded that there is a Default or an Event of Default in existence hereunder. (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the other Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro RATA based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be paid directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Lender on Mandatory Borrowing and (v) the Closing Dateamount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the Closing Date date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall not forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred on or prior to but excluding the Termination Datedate of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table of Contentsday thereafter.

The Commitments. Subject to and upon (a) (i) On the terms and conditions set forth hereinClosing Date, each Lender with an certain Lenders made Initial Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) Loans to the BorrowerBorrowers, which Initial Term Loans (i) shall be were incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be were denominated in U.S. Dollars, (iii) were and shall be, except as hereinafter provided, shall, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBOR LIBO Rate Term Loans; , provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type Type. (a) Subject to and upon the terms and conditions set forth herein, and in Amendment No. 1, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to the Borrowers, which Initial Term Loans (i) shall be incurred by the Borrowers pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except, as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Initial2017 Additional Term Loan Commitment of such Lender on the Closing DateClosingAmendment No. In the event that the Closing 1 Effective Date shall not have occurred on or prior (before giving effect to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation termination thereof pursuant to make Initial Term LoansSection 4.02(a)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of Contentswhich Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial Tranche B-1 Term Loan Commitment (collectively, the “Initial Tranche B-1 Term Loan Banks”) severally agrees to make on the Amendment Effective Date a term loan or (each such term loans (eachloan, an “Initial Tranche B-1 Term Loan” and, collectively, the “Initial Tranche B-1 Term Loans”) to the Borrower, which Initial Tranche B-1 Term Loans (i) shall be incurred pursuant to made and initially maintained as a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option Borrowing of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans(subject to the option to convert such Tranche B-1 Term Loans pursuant to Section 1.07); provided that that, except as otherwise specifically provided in Section 2.10(b1.11(b), all Initial Tranche B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (ivii) shall be made by equal for each such Lender Bank, in that initial aggregate principal amount, an amount which does not exceed equals the Initial Tranche B-1 Term Loan Commitment of such Lender Bank on the Closing Date. In the event that the Closing Amendment Effective Date shall not have occurred (before giving effect to any reductions thereto on or prior such date pursuant to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term LoansSection 3.03(a)). Once repaid, Initial Tranche B-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Second Draw Tranche B-1 Term Loan Commitment (collectively, the “Second Draw Tranche B-1 Term Loan Banks” and, together with the Initial Tranche B-1 Term Loan Banks, the “Tranche B-1 Term Loan Banks”) severally agrees to make on a Business Day on or before February 28, 2006 (such date, the “Second Draw Date”) a term loan (each such term loan, a “Second Draw Tranche B-1 Term Loan” and, collectively, the “Second Draw Tranche B-1 Term Loans” and together with the Initial Tranche B-1 Term Loans, the “Tranche B-1 Term Loans”) to the Borrower, which Second Draw Tranche B-1 Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Second Draw Tranche B-1 Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Second Draw Tranche B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Second Draw Tranche B-1 Term Loan Commitment of such Bank on the Second Draw Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Table Once repaid, Second Draw Tranche B-1 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment (“Revolving Loan Banks”) severally agrees, at any time and from time to time prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall, at the option of Contentsthe Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided, further, that if made on the Original Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank’s Adjusted Revolving Loan Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, DBTCA agrees to make at any time and from time to time prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a “Swingline Loan” and, collectively, the “Swingline Loans”), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. DBTCA shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless DBTCA has entered into arrangements satisfactory to it and the Borrower to eliminate DBTCA’s risk with respect to each Bank’s (including any Defaulting Bank’s) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank’s or Banks’ Percentage of the outstanding Swingline Loans. DBTCA will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as DBTCA shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, DBTCA may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank’s Percentage, and the proceeds thereof shall be applied directly to repay DBTCA for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by DBTCA notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than DBTCA) hereby agrees that it shall forthwith purchase from DBTCA (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of DBTCA until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a B-1 Term Loan Commitment severally agrees to make make, at par and any time and from time to time on or after the Initial Borrowing Date and on or prior to the Merger Closing Date, a term loan or term loans (each, an together with any term loan resulting from the B-1 Conversion, a “Initial B-1 Term Loan” and, collectively, the “Initial B-1 Term Loans”) to the Borrower, which Initial B-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (iix) shall be denominated in Dollars, (iiiy) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b), all Initial B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) all B-1 Term Loans made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (z) shall not be made by each such Lender in that aggregate principal amount which does not exceed incurred on any date occurring prior to the Initial Merger Closing Date if, after giving effect to the making of the respective B-1 Term Loans and the related reductions to the Total B-1 Term Loan Commitment of such Lender on pursuant to Section 4.03(b)(x), the Closing Date. In B-1 Blocked Amount would exceed the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Initial then remaining Total B-1 Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table of ContentsLoan

The Commitments. (a) (A) Subject to and upon the terms and conditions set forth herein, (I) on the Restatement Effective Date, the Existing US Term Loans made by each Existing Lender to the US Borrower pursuant to the Existing Credit Agreement shall be continued, and shall remain outstanding as Borrowings of term loans hereunder in an aggregate amount of 7,176,979.63 Dollars and (II) each Bank with an Initial A-1 Term Loan Commitment severally agrees to make on the Restatement Effective Date a term loan or term loans (eachtogether with each of the Existing US Term Loans continued pursuant to clause (I) above, each an “Initial "A-1 Term Loan” and, " and collectively, the “Initial "A-1 Term Loans”") to the US Borrower, which Initial A-1 Term Loans shall (i) shall be incurred pursuant to a single drawing on the Closing Datemade and maintained in Dollars, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the US Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the US Borrower pursuant to Section 1.09, provided that except as otherwise specifically provided in Section 2.10(b)prior to the Syndication Date, all Initial A-1 Term Loans comprising may only be incurred and maintained as or converted into Eurodollar Loans if the same Borrowing shall at all times be Interest Period in respect of the same Type such Eurodollar Loans is a Pre-Syndication Interest Period, and (iviii) shall be made by each such Lender in that the case of those incurred pursuant to clause (II) above, not exceed for any Bank, in initial aggregate principal amount, that amount which does not exceed equals the Initial A-1 Term Loan Commitment of such Lender Bank at the time of incurrence thereof (before giving effect to any reductions thereto on the Closing Date. In the event that the Closing Date shall not have occurred on or prior such date pursuant to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term LoansSection 3.03(b)). Once repaid, Initial A-1 Term Loans incurred hereunder may not be reborrowed. Table of Contents.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a Multiple Draw I Sub-Tranche A Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial each a "Multiple Draw I Sub-Tranche A Term Loan” " and, collectively, the “Initial "Multiple Draw I Sub-Tranche A Term Loans”") to the Borrower, which Initial Multiple Draw I Sub-Tranche A Term Loans (i) shall may only be incurred pursuant to a single drawing by the Borrower on the Closing Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Multiple Draw I Sub-Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) no Multiple Draw I Sub-Tranche A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day following the Initial Borrowing Date and (2) the Syndication Date and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Multiple Draw I Sub-Tranche A Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred (before giving effect to any reduction thereto on or prior such date pursuant to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term LoansSection 3.03(b)). Once repaid, Initial Multiple Draw I Sub-Tranche A Term Loans incurred hereunder may not be reborrowed. Table of Contents.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial a Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, an “Initial each a "Term Loan” " and, collectively, the “Initial "Term Loans”") to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) no Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 30th day after the Initial Borrowing Date and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed and (ii) shall be made by each such Lender in not exceed for any Bank that aggregate principal amount which does not exceed equals the Initial Term Loan Commitment of such Lender Bank on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation such date pursuant to make Initial Term LoansSection 3.03(b)(ii)). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Table Notwithstanding anything to the contrary contained in this Section 1.01(c), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of ContentsDefault exists and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a Tranche A Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial each a "Tranche A Term Loan” " and, collectively, the “Initial "Tranche A Term Loans”") to the Borrower, which Initial Tranche A Term Loans (i) shall only may be incurred pursuant to a single drawing by the Borrower on the Closing Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche A Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of seven days, and the first of which Borrowings may only be made on or before August 6, 1999, and with each such Borrowing made thereafter to be made only on the last day of the Interest Period of the immediately preceding Borrowing), and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Tranche A Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred on or prior (before giving effect to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation termination thereof on such date pursuant to make Initial Term LoansSection 3.03(b)). Once repaid, Initial Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan or term loans (each a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) only may be incurred on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche B Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans (A) may only have the same Interest Period as is then permitted for a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans and (B) shall begin and end on the same day as a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans), and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Tranche B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof or such date pursuant to Section 3.03(c)). (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Revolving Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans (A) may only have the same Interest Period as is then permitted for a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans and (B) shall begin and end on the same day as a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (iv) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Table Notwithstanding anything to the contrary contained in this Section 1.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of Contentsthe outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial a Tranche A-1 Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, an “Initial each a "Tranche A-1 Term Loan” " and, collectively, the “Initial "Tranche A-1 Term Loans”") to the Borrower, which Initial Tranche A-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, as and/or converted into, into Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Tranche A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivii) shall be made by each such Lender Bank in that initial aggregate principal amount which does not exceed as is equal to the Initial Tranche A-1 Term Loan Commitment of such Lender Bank on the Closing Date. In the event that the Closing Date shall not have occurred such date (before giving effect to any reductions thereto on or prior such date pursuant to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term LoansSection 3.03(a)). Once repaid, Initial Tranche A-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A-2 Term Loan Commitment severally agrees to make, from time to time on or after the Initial Borrowing Date and on or prior to the Tranche A-2 Term Loan Commitment Termination Date, a term loan or term loans (each a "Tranche A-2 Term Loan" and, collectively, the "Tranche A-2 Term Loans") to the Borrower, which Tranche A-2 Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Tranche A-2 Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) made by each Bank on a given Tranche A-2 Term Loan Borrowing Date shall not exceed, in principal amount, the amount of such Bank's Tranche A-2 Term Loan Commitment on such date (before giving effect to any reductions thereto pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Sections 3.03(b)(iii)). Table of ContentsOnce repaid, Tranche A-2 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A-3 Term Loan Commitment severally agrees to make, on the Initial Borrowing Date,

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial a B Term Loan Commitment severally agrees to make a term loan or term loans (each, an a “Initial B Term Loan” and, collectively, the “Initial B Term Loans”) to the U.S. Borrower, which Initial B Term Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR LIBO Rate Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b), all Initial B Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial B Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred on or prior (before giving effect to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation termination thereof pursuant to make Initial Term LoansSection 4.03(b)). Once repaid, Initial B Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term Loan Commitment severally agrees to make a term loan or term loans (each, a “C Term Loan” and, collectively, the “C Term Loans”) to the Canadian Borrower, which C Term Loans (i) shall be incurred by the Canadian Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, interest thereon shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all C Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, C Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding B Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the C Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.03(b)). Table Once repaid, C Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, (i) each Lender with an Incremental Term Loan Commitment for a given Tranche of ContentsIncremental Term Loans severally agrees to make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars or, if the Incremental Term Loan Borrower is the Canadian Borrower and so elects in accordance with the terms of Section 2.15, Canadian Dollars, (iii) in the case of Incremental Term Loans denominated in U.S. Dollars, shall, except as hereinafter provided, at the option of the Incremental Term Loan Borrower for such Tranche, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all such Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) in the case of Incremental Term Loans denominated in Canadian Dollars, interest thereon shall, except as hereafter provided, at the option of the Canadian Borrower, be accrued at the Canadian Prime Rate or B/A Discount Rate plus the margins described in Section 2.08 and (v) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(e)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each U.S. Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) to the U.S. Borrower, which U.S. Borrower Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all U.S. Borrower Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, U.S. Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and Canadian Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual U.S. RL Exposure of such U.S. Borrower RL Lender to exceed the amount of its U.S. Borrower Revolving Loan Commitment at such time, and (v) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect. (e) Subject to and upon the terms and conditions set forth herein, each Canadian Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Canadian Borrower Revolving Loan” and, collectively, the “Canadian Borrower Revolving Loans” and, together with the U.S. Borrower Revolving Loans, collectively, the “Revolving Loans” and each, a “Revolving Loan”) to the Canadian Borrower, which Canadian Borrower Revolving Loans (i) shall be made and maintained in the respective Available Currency elected by the Canadian Borrower; (ii) except as hereafter provided, shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings (with the following Types of Loans specified in clauses (w) and (x) available only in the case of Canadian Borrower Revolving Loans denominated in U.S. Dollars, and the following Types of Loans specified in clauses (y) and (z) available only in the case of Canadian Borrower Revolving Loans denominated in Canadian Dollars) of (w) Base Rate Loans, (x) LIBO Rate Loans, (y) Canadian Prime Rate Loans, or (z) (i) in the case of a B/A Lender, the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.17 hereto or (ii) in a case of a Non-B/A Lender, the creation and purchase of completed Drafts in Canadian Dollars and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.17 hereto, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Canadian Borrower Revolving Loans made as part of the same Borrowing shall at all times consist of Canadian Borrower Revolving Loans of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, (x) Canadian Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and U.S. Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date) and (y) Canadian Borrower Revolving Loans may be incurred and maintained as and/or converted into, Bankers’ Acceptance Loans only so long as such outstanding Bankers’ Acceptance Loans have a term to maturity of 30 days; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Canadian Borrower RL Exposure of such Canadian Borrower RL Lender to exceed the amount of its Canadian Borrower Revolving Loan Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender if the making of same would cause the Aggregate Canadian Borrower RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Canadian Borrower Revolving Loan Commitment as then in effect. (f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the U.S. Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(f), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the U.S. Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the U.S. Borrower RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of U.S. Borrower Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of U.S. Borrower Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory U.S. RL Borrowing”) shall be made on the immediately succeeding Business Day by all U.S. Borrower RL Lenders pro rata based on each such U.S. Borrower RL Lender’s U.S. Borrower RL Percentage (determined before giving effect to any termination of the U.S. Borrower Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each U.S. Borrower RL Lender hereby irrevocably agrees to make U.S. Borrower Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory U.S. RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. RL Borrowing, and (v) the amount of the Total U.S. Borrower Revolving Loan Commitment at such time. In the event that any Mandatory U.S. RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the U.S. Borrower), then each U.S. Borrower RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. RL Borrowing would otherwise have occurred, but adjusted for any payments received from the U.S. Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the U.S. Borrower RL Lenders to share in such Swingline Loans ratably based upon their respective U.S. Borrower RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial A Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, an “Initial "A Term Loan” " and, collectively, the “Initial "A Term Loans”") to the Borrower, which Initial A Term Loans (i) shall be incurred made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to a single drawing on the Closing Date, Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, A Term Loans incurred hereunder may not be denominated reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in Dollarsinitial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (iiibefore giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) except as hereinafter providedbut after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. 9 (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Capital Expenditure Loan Commitment severally agrees to make, at any time and from time to time after the Initial Borrowing Date and prior to the Capital Expenditure Loan Conversion Date, a loan or loans (each, a "Capital Expenditure Loan" and, collectively, the "Capital Expenditure Loans") to the Borrower, which Capital Expenditure Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial Term Capital Expenditure Loans comprising the same Borrowing shall at all times be of the same Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender in not exceed for any Bank at any time outstanding that aggregate principal amount which does not exceed equals the Initial Term Available Capital Expenditure Loan Commitment of such Lender Bank at such time (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(d)(ii)). Once repaid, Capital Expenditure Loans incurred may be reborrowed prior to the Capital Expenditure Loan Conversion Date in accordance with the provisions hereof. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of the aggregate amount of (I) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Bank at such time. (e) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans (each a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Available Revolving Loan Commitment at such (f) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the Closing Dateimmediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the Closing Date date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall not forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Termination Date, each Lender’s Initial Term Loan Commitment Swingline Bank such participations in the outstanding Swingline Loans as shall automatically expire, and each Lender shall have no further obligation be necessary to make Initial Term Loans. Once repaid, Initial Term cause such Banks to share in such Swingline Loans incurred hereunder may not be reborrowed. Table of Contentsratably based upon their respective Percentages (determined before

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial A Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial "A Term Loan” " and, collectively, the “Initial "A Term Loans”") to the Borrower, which Initial A Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial A Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, A Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial A Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred on or prior (before giving effect to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation termination thereof pursuant to make Initial Term LoansSection 3.03(b)). Once repaid, Initial A Term Loans incurred hereunder may not be reborrowed. Table . (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a "B Term Loan" and, collectively, the "B TERM LOANS") to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of Contentsthe Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A Term Loans and

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Tranche B-1 Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Tranche B-1 Term Loan” and, collectively, the “Initial Tranche B-1 Term Loans”) to the Borrower, which Initial Tranche B-1 Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Tranche B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Tranche B-1 Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Tranche B-1 Term Loans incurred hereunder may not be reborrowed. Table of Contents.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial A Term Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, each an “Initial "A Term Loan” " and, collectively, the “Initial "A Term Loans”") to the Borrower, which Initial A Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial A Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), A Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall be made by each such Lender in not exceed (A) for any Lender, that aggregate principal amount which does not exceed equals the Initial A Term Loan Commitment of such Lender as in effect on the Closing Date. In the event that the Closing Initial Borrowing Date shall not have occurred on or prior (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the Termination Datetermination thereof on such date pursuant to Section 3.03(b)) and (B) for all Lenders, each Lender’s Initial the Total A Term Loan Commitment shall automatically expireas in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), and each Lender shall have no further obligation but before giving effect to make Initial Term Loansthe termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Initial A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), B Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall not exceed (A) for any Lender, that amount which equals the B Term Loan Commitment of such Lender as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(c)) and (B) for all Lenders, the Total B Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(c)). Table Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of Contentsthe Borrower, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), Revolving Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall be denominated in Dollars and (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the sum of such Lender's Revolving Percentage of (x) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. In addition, the Revolving Lenders shall be required to fund, as Revolving Loans, their respective shares of Mandatory Borrowings in accordance with the requirements of Section 1.01(e) hereof. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when added to (x) the aggregate principal amount of all Revolving Loans then outstanding, and (y) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date), (iv) shall not exceed in the aggregate at any time outstanding the Maximum Swingline Amount and (v) shall not be extended if the Swingline Lender receives a written notice from the Administrative Agent or the Required Lenders (and such notice has not been rescinded) that there is a Default or an Event of Default in existence hereunder. Notwithstanding anything to the contrary contained above, the Swingline Lender shall not be required to make any Swingline Loans at any time when a Lender Default is in existence, unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's (or Defaulting Lenders') share of Mandatory Borrowings which would be required to be made if said Swingline Loans were to be funded with one or more Borrowings of Revolving Loans pursuant to Section 1.01(e), including by cash collateralizing such Defaulting Lender's (or Defaulting Lenders') Revolving Percentage (or Revolving Percentages) of such Swingline Loan or Swingline Loans. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Lender's Revolving Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be paid directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Revolving Loan Commitment of any Lender at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an Initial A Term Loan Commitment severally agrees to make make, at any time and from time to time on and after the Initial Borrowing Date and on or prior to the A Term Loan Commitment Termination Date, a term loan or term loans (each, an “Initial "A Term Loan” " and, collectively, the “Initial "A Term Loans”") to the Borrower, which Initial A Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Initial A Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivy) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall be made by each such Lender not exceed for any Bank, in that initial aggregate principal amount, that amount which does not exceed equals the Initial A Term Loan Commitment of such Lender Bank on the Closing Date. In the event that the Closing Date shall not have occurred such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or 3.03(b)(ii) but after giving effect to any reductions thereto on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation such date pursuant to make Initial Term LoansSection 3.03(b)(iii) or 3.03(b)(iv)). Once repaid, Initial A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except or otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) or 3.03(c)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(iii)). Table Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the date on which the Total A Term Loan Commitment has been reduced to zero and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of Contentsthe Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the date on which the Total Term Loan Commitment has been reduced to zero and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans), an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. The Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks, (iii) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist or (iv) the consent of the Required Banks to make Swingline Loans notwithstanding the existence of such Default or Event of Default. (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans, provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10, in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to and upon the terms and conditions set forth herein, (a) each Lender with an a Bridge Loan Initial Term Loan Commitment severally agrees to make a bridge term loan or bridge term loans (the “Bridge Loans” and each, an individually, a “Bridge Loan”), on the Initial Term Loan” andBorrowing Date, collectively, the “Initial Term Loans”and (b) each Lender with a Bridge Loan Delayed Draw Commitment severally agrees to make a Bridge Loan on not more than two occasions to the Borrower, which Initial Term Borrowers on a Delayed Draw Borrowing Date. The Bridge Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iiiii) except as hereinafter provided, shall, at the option of the BorrowerBorrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; , provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Bridge Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iviii) shall be made by each such Lender in that an aggregate principal amount which that does not exceed the Initial Term Bridge Loan Commitment of such Lender on the Closing Initial Borrowing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation to make Initial Term Loans. Once repaid, Initial Term Bridge Loans incurred hereunder may not be reborrowed. Table of Contents.

The Commitments. Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan a Commitment severally agrees to make a term loan or term loans (each, an a “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans Loans: (i) shall may only be incurred pursuant to a single drawing on the Borrowing Date relating to a Collateral Vessel, which shall occur in each case on or after the Closing DateDate and prior to the Commitment Termination Date for such Collateral Vessel, (ii) shall be denominated in Dollars, Dollars and (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date. In the event that the Closing relevant Borrowing Date shall not have occurred (determined before giving effect on or prior such Borrowing Date to the Termination Date, each Lender’s Initial Term Loan Commitment shall automatically expire, and each Lender shall have no further obligation termination thereof on such date pursuant to make Initial Term LoansSection 3.03). Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. Table Notwithstanding the foregoing, in no event will the principal amount of Contentsthe Loans made on the Borrowing Date in respect of a Collateral Vessel exceed the lesser of (A) the applicable amount set forth opposite the Collateral Vessel with respect to which Loans are made on the Borrowing Date (a “Relevant Vessel”) under the heading “Maximum Loan Amount” in Schedule VI hereto and (B) 60% of the Appraised Value of the Relevant Vessel as determined in accordance with the Appraisals delivered in connection with the Collateral and Guaranty Requirements for such Relevant Vessel.