Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrowers (on a joint and several basis), which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBOR Loans; provided, provided that that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations Aggregate Exposure to exceed the Maximum Sterling Denominated Loan AmountBorrowing Base at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to makemake (i) Initial Loans to the Borrower on the Initial Closing Date, the proceeds of which shall be used solely to purchase Target Shares tendered pursuant to the Tender Offer and to pay fees and expenses in connection with the Transactions and (ii) Loans at any time and from time to time on or (but not more than two times) after the Initial Borrowing Closing Date until and prior including the Availability Termination Date to provide funding for additional consideration, fees and expenses that are then payable or are reasonably expected to be payable in connection with (x) the purchase of any Target Shares tendered during any subsequent offering period pursuant to the Revolving Loan Maturity DateAcquisition Documents (if applicable) and (y) the consummation of the Merger (it being understood that the remaining Commitments may be drawn in full on or before the Availability Termination Date to provide funding for the above described additional consideration, a revolving loan fees and expenses whether or revolving loans not such amounts are then due and payable); provided, that after giving effect to each such Loan: (each, a “Revolving Loan” and, collectively, the “Revolving Loans”a) to the Borrower, which Revolving Loans (i) with respect to 3-Year Tranche Loans, the outstanding principal amount of such 3-Year Tranche Loan made by each 3-Year Tranche Lender would not exceed such Lender’s 3-Year Tranche Commitment in effect immediately prior to making such 3-Year Tranche Loan , (ii) with respect to 5-Year A Tranche Loans, the outstanding principal amount of such 5-Year A Tranche Loan made by each 5-Year A Tranche Lender would not exceed such Lender’s 5-Year A Tranche Commitment in effect immediately prior to making such 5-Year A Tranche Loan and (iii) with respect to 5-Year B Tranche Loans, the outstanding principal amount of such 5-Year B Tranche Loan made by each 5-Year B Tranche Lender would not exceed such Lender’s 5-Year B Tranche Commitment in effect immediately prior to making such 5-Year B Tranche Loan and (b) the aggregate principal amount of all such Loans then outstanding would not exceed the Total Commitment in effect immediately prior to making such Loans. All Loans shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred dollars. Any amount borrowed under this Section 2.01 and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans subsequently repaid or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) prepaid 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 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. On the terms and subject to the conditions and limitations of this Agreement and the other Loan Documents, each Lender, severally and not jointly, agrees, to make loans (“Warehousing Advances”) to Borrower during the Borrowing Period in an aggregate principal amount outstanding at any one time up to, but not exceeding, such Lender’s Commitment Amount. The Lenders have no obligation to make (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, Warehousing Advances in an aggregate amount outstanding at any time in excess of the Total Commitment Amount (assuming the funding of all then-unfunded Warehousing Advances under approved Multiple Advance Mortgage Loans), or (b) with respect to any Multiple Advance Mortgage Loan, aggregate Warehousing Advances against such Multiple Advance Mortgage Loan in excess of the Total Approved Warehousing Advance Amount therefor. No Lender shall be obligated to make a Warehousing Advance to the extent that, after giving effect to such Warehousing Advance, such Lender’s Commitment Amount would be exceeded. While a Default or Event of Default exists, Lenders may refuse to make any additional Warehousing Advances to Borrower. All Warehousing Advances under this Agreement constitute a single indebtedness, and all of the Collateral is security for the Warehousing Notes and for the payment and performance of this Agreement, all of the other Loan Documents and all of the Obligations. The aggregate amount of all Warehousing Advances outstanding from time to time on or after hereunder is referred to as the Initial “Loan.” During the Borrowing Date Period, within the limits, and prior subject to the Revolving Loan Maturity Dateterms and conditions, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated set forth in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) , Borrower may borrow, repay and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrow Warehousing Advances.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Commitment severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's 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 Commitment of such Lender at such time and (iv) shall not be made 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vy) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of (A) Euro Denominated Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, (a) each Dollar Lender severally agrees to make, at any time and make Dollar Loans to the Borrower from time to time on or after during 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 Availability Period in an aggregate principal amount that will not result in (i) shall be denominated in the respective Available Currency elected by the Borrowersuch Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) shall, at the option aggregate Revolving Dollar Credit Exposure of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeDollar Lenders exceeding the aggregate Dollar Commitments, (iii) may be repaid and reborrowed in accordance with the provisions hereofaggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments, or (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed total Covered Debt Amount exceeding the Borrowing Base at then in effect, and (b) each Multicurrency Lender agrees to make Multicurrency Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such time Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (based on ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the Multicurrency Dollar Commitments, (iii) the aggregate Revolving Credit Exposure of all of the Lenders exceeding the aggregate Commitments, or (iv) the total Covered Debt Amount exceeding the Borrowing Base Certificate last delivered) then in effect. Within the foregoing limits and (v) in subject to the case of any Borrowing of (A) Euro Denominated Loans shall not be made (terms and shall not be required to be made) by any Lender in any instance where conditions set forth herein, the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (Borrower may borrow, prepay and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrow Loans.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or and after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, each a “"Revolving Loan” " and, collectively, the “"Revolving Loans”") to the Borrower, which Revolving Loans (i) shall be denominated made and maintained in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LoansPROVIDED that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by exceed for any Lender in at the time of the making of any instance where the incurrence thereof (such Revolving Loans, and after giving effect thereto, that aggregate principal amount which, when added to the use sum of (I) the proceeds thereof on the date aggregate principal amount of the incurrence thereof to repay any amounts theretofore all other Revolving Loans then outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at from such time (based on the Borrowing Base Certificate last delivered) Lender and (vII) in the case of any Borrowing product of (A) Euro Denominated Loans shall not be made (such Lender's Percentage and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated 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 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, the Commitment of such Lender at such time, (v) shall not be made exceed for all Lenders at any time outstanding that 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) and (II) the Maximum Sterling Denominated Loan Amountaggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Revolving Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, each a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made exceed for any Revolving Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Revolving Lender’s RL Percentage and shall not be required to be made(y) by any Lender in any instance where 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 thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time and (based on II) the Borrowing Base Certificate last deliveredaggregate 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 Revolving Lender at such time, and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed in aggregate principal amount at any time outstanding, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (II) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, the Maximum Sterling Denominated Total Revolving Loan AmountCommitment at such time.

The Commitments. (aa)(i) Subject to and upon the terms and conditions set forth hereinherein and set forth in the Amendment No. 1,2, (x) each New Replacement Term B-21 Lender with a New Replacement Term B-21 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, make a revolving term loan or revolving term loans (eacha “Term B-2to the Borrower (and together with each Converted Term B-1 Loan established pursuant to clause (y) below, a “Revolving Replacement Term B-1 Loan” and, collectively, the “Revolving Replacement Term B-21 Loans”) to the BorrowerBorrowerequal to its New Replacement Term B-1 Loan Commitment on the Amendment No. 1 Effective Date, which Revolving such Term B-22 Effective Date and (y) each Converted Term B-1 Loan of each Consenting Term B-1 Lender shall be converted into a Replacement Term B-1 Loan of such Lender effective as the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term B-1 Loan immediately prior to such conversion. The Replacement Term B-1 Loans (iA) shall be incurred pursuant to a single drawing on the Amendment No. 12 Effective Date, (B) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (iiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBOR Loans, ; provided that except as otherwise specifically provided in Section 2.10(b2.11(b), all Revolving Replacement Term B-21 Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) Type and (vD) shall, in the case of any Borrowing each Lender holding a New Replacement Term B-21 Loan Commitment, be made by each such Lender in an aggregate principal amount that does not exceed the New Replacement Term B-21 Loan Commitment of (A) Euro Denominated such New Replacement Term B-21 Lender on the Amendment No. 12 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Replacement Term B-21 Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender severally agrees (and not jointly) agrees, during the Availability Period (i) to make, at any time Convert and from time to time on or after the Initial Borrowing Date and prior Continue Dollar Loans to the Revolving Loan Maturity DateCompany as the Company may request, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, and (ii) shallto make and Continue Foreign Currency Loans to the Company or any Foreign Borrower as the Company or such Foreign Borrower may request; provided, however, that in each case: (A) for any Lender, the sum of (1) the aggregate LC Exposure of such Lender, (2) the aggregate principal amount of all Dollar Loans made by such Lender, and (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall not exceed such Lender’s Commitment at any time, (B) the option sum of Borrower(1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders, (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (4) the aggregate principal amount of all Competitive Loans made by all Lenders, shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Committed Loans may be incurred Borrowed, prepaid and maintained as, and/or converted into, reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate LoansLoan or a Base Rate Loan to a Dollar LIBOR Loan upon request, Eurodollar Loanssubject to the terms and conditions of this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, Euro Denominated Loans a Foreign Currency Loan to a Dollar Loan or Sterling Denominated Loans, provided that except as otherwise specifically provided a Loan in Section 2.10(b), all Revolving Loans comprising the same Borrowing one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall at all times be of the same Type, (iii) may be repaid and reborrowed made in accordance with Section 2.03. The available Commitments also may be utilized by the provisions hereof, (iv) shall not be made (and shall not be required Company to be made) by any Lender obtain Letters of Credit 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountaccordance with Section 2.11.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Closing Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrower Agent and the other Borrowers, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of Borrowerthe Borrower Agent, be incurred and maintained as, and/or converted into, Base ABR Loans or BSBY Rate Loans; provided that, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b)this Agreement, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations Aggregate Exposure to exceed the Maximum Sterling Denominated Loan AmountBorrowing Base at such time.

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Lender with a B-1 Term Loan Commitment severally agrees to make, at par and any time and from time to time on or after the Initial Borrowing Date and on or prior to the Revolving Loan Maturity Merger Closing Date, a revolving term loan or revolving term loans (each, together with any term loan resulting from the B-1 Conversion, a “Revolving B-1 Term Loan” and, collectively, the “Revolving B-1 Term Loans”) to the Borrower, which Revolving B-1 Term Loans (ix) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (iiy) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving B-1 Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) all B-1 Term Loans made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (iii) may be repaid and reborrowed in accordance with the provisions hereof, (ivz) shall not be made (and shall not be required incurred on any date occurring prior to be made) by any Lender in any instance where the incurrence thereof (Merger Closing Date if, after giving effect to the use making of the proceeds thereof on respective B-1 Term Loans and the date of related reductions to the incurrence thereof to repay any amounts theretofore outstanding Total B-1 Term Loan Commitment pursuant to this Agreement) Section 4.03(b)(x), the B-1 Blocked Amount would cause the Aggregate Exposure to exceed the then remaining Total B-1 Term Loan Commitment. On the Initial Borrowing Base at such time (based on Date, the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans Borrower shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated borrow $100,000,000 of B-1 Term Loans, but may borrow such larger principal amount as is permitted hereunder. Once repaid, B-1 Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make, at any time and from time to time on make a B Term Loan or after the Initial Borrowing Date and prior B Term Loans to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the U.S. Borrower, which Revolving B Term Loans (i) shall be denominated in the respective Available Currency elected incurred by the BorrowerU.S. Borrower pursuant to a single drawing on the 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, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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 repaid incurred and reborrowed in accordance 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 provisions hereoffirst 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 not be made (and shall not be required to be made) by any each such Lender in any instance where that aggregate principal amount which does not exceed the incurrence thereof B Term Loan Commitment of such Lender on the Initial Borrowing Date (after before giving effect to the use of the proceeds termination thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 4.03(a)). Once repaid, B Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Closing 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 be denominated in the respective Available Currency elected by the BorrowerU.S. Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate RL Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof would cause the Euro Denominated Obligations to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender Total Revolving Loan Commitment as then in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amounteffect.

The Commitments. (a) Subject to and upon the terms and ---------------- conditions set forth herein, each Lender Bank with a Tranche A Term Loan Commitment severally agrees (A) in the case of each Original Bank, to convert into Tranche A Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Revolving Loans made by such Original Bank pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Revolving Loans made by such Original Bank and so outstanding and (y) such Original Bank's Tranche A Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i)(x)), provided that in no -------- event shall the aggregate principal amount of Original Revolving Loans converted pursuant to this clause (A) exceed $150,000,000 or, unless so elected by the Borrower in a written notice delivered to the Administrative Agent at least three Business days prior to the Restatement Effective Date, $100,000,000, and/or (B) to make, at any time and from time to time on or and after the Initial Borrowing Restatement Effective Date and prior to but no later than the Revolving Loan Maturity Final A Draw Date, a revolving term loan or revolving term loans (each, each a “Revolving "Tranche A Term Loan” and, collectively, " and collectively the “Revolving "Tranche A Term Loans”") to the Borrower, which Revolving Tranche A Term Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise -------- specifically provided in Section 2.10(b1.10(b), all Revolving Tranche A Term Loans comprising made as part of the same Borrowing shall at all times be consist of Tranche A Term Loans of the same Type, Type and (iii) may be repaid and reborrowed in accordance with the provisions hereof, (ivii) shall not be exceed for any Bank, in initial aggregate principal amount for all Tranche A Term Loans being made by such Bank on any Tranche A Term Loan Borrowing Date, that amount which equals the Tranche A Term Loan Commitment of such Bank on such date (and shall not be required before giving effect to be madeany reductions thereto on such date pursuant to Section 3.03(b)(i)(x) by any Lender in any instance where the incurrence thereof (but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(b)(i)(y)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. Notwithstanding the use of the proceeds thereof foregoing, on the date Restatement Effective Date (and immediately after giving effect thereto) the aggregate principal amount of the incurrence thereof to repay any amounts theretofore all outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Tranche A Term Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountless than $100,000,000.

The Commitments. (a) Subject to and upon the terms and conditions --------------- set forth herein, each Lender with a Tranche A Term Loan Commitment severally agrees to make, at any time and from time to time make on or after the Initial Borrowing Date and prior to the Revolving on each Additional Tranche A Term Loan Maturity Borrowing Date, a revolving term loan or revolving term loans (each, each a “Revolving "Tranche A Term Loan” " and, collectively, the “Revolving "Tranche A Term Loans”") to the Borrower, which Revolving Tranche A Term Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (ii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Tranche A Term Loan Commitment of such Lender on any such Tranche A Term Loan Borrowing Date; provided, however, (iiix) no more -------- ------- than $10,000,000 of Tranche A Term Loans may be repaid incurred on the Initial Borrowing Date and reborrowed in accordance with the provisions hereof, (ivy) shall Tranche A Term Loans may not be made incurred on any Additional Tranche A Term Loan Borrowing Date in an amount that would exceed the scheduled principal repayment due on each such Additional Tranche A Term Loan Borrowing Date (and shall or on the Business Day thereafter, as the case may be) in respect of the Junior Subordinated Notes. Once repaid, Tranche A Term Loans incurred hereunder may not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Original Closing Date and prior to the Revolving Loan Maturity DateDate of the relevant Class of Commitments, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrower (the “Facility”), which Revolving Loans Loans: (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided shall bear interest in accordance with Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type2.07, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) 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 Percentage under the Facility and (y) the aggregate amount of all Letters of Credit Outstanding under the Facility (exclusive of Unpaid Drawings under the Facility which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans), at such time equals the Commitment of such Lender under the Facility at such time. All Loans made will be made by all Lenders in accordance with this Section 2.01 until the Non-Extended Commitment Maturity Date; thereafter, all Loans made will be made by the Extending Lenders in accordance with this Section 2.01. For the avoidance of doubt, (x) Loans outstanding under the Original Credit Agreement on the Amendment and Restatement Effective Date shall not be required deemed to be madeLoans hereunder made pursuant to this Section 2.01.2.01 and (y) by any Lender in any instance where Loans outstanding on the incurrence thereof Non-Extended Commitment Maturity Date (after giving effect to any mandatory prepayments required pursuant to Section 5.02) shall be deemed have been incurred from the use of the proceeds thereof Extending Lenders pro rata on the date basis of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amounttheir respective Percentages.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Lender with an Initial Multiple Draw A Term Loan Commitment severally agrees to makemake on each Initial Multiple Draw A Term Loan Borrowing Date a term loan or term loans (each an "Initial Multiple Draw A Term Loan" and, at any time collectively, the "Initial Multiple Draw A Term Loans") to the Borrower, which Initial Multiple Draw A Term Loans (i) only may be incurred on and from time to time on or after the Initial Borrowing Date and prior to the Revolving Term Loan Maturity Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), -------- all Revolving Initial Multiple Draw A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no Initial Multiple Draw 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 A Term Loan Commitment of such Lender on any such Initial Multiple Draw A Term Loan Borrowing Date. Once repaid, Initial Multiple Draw A Term Loans incurred hereunder 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 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate LoansLoans or, subject to Section 1.15, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) may be repaid and reborrowed at any time 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 (A) such Lender's Percentage and (B) 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 be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vII) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of (A) Euro Denominated Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Total Revolving Loan AmountCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including, on and after the initial Additional Commitment Date, Section 1.14), each Lender severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective 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 BorrowerBorrowers, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by joint and several obligations of each of the BorrowerBorrowers, (ii) shall be denominated in Dollars, (iii) shall, at the option of Borrower, the Borrowers be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Effective Date, Revolving 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, (iiiiv) may be repaid and reborrowed in accordance with the provisions hereof, (ivv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vII) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (Avi) Euro Denominated Loans shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (y) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender severally agrees (and not jointly) agrees, during the Availability Period (i) to make, at any time Convert and from time to time on or after the Initial Borrowing Date and prior Continue Dollar Loans to the Revolving Loan Maturity DateCompany as the Company may request, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, and (ii) shallto make and Continue Foreign Currency Loans to any Foreign Borrower as such Foreign Borrower may request; provided, however, that in each case: (A) for any Lender, the sum of (1) the aggregate LC Exposure of such Lender, (2) the aggregate principal amount of all Dollar Loans made by such Lender, and (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall not exceed such Lender's Commitment at any time, (B) the option sum of Borrower(1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders, (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (4) the aggregate principal amount of all Competitive Loans made by all Lenders, shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Committed Loans may be incurred Borrowed, prepaid and maintained as, and/or converted into, reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate LoansLoan or a Base Rate Loan to a Dollar LIBOR Loan upon request, Eurodollar Loanssubject to the terms and conditions of this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, Euro Denominated Loans a Foreign Currency Loan to a Dollar Loan or Sterling Denominated Loans, provided that except as otherwise specifically provided a Loan in Section 2.10(b), all Revolving Loans comprising the same Borrowing one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall at all times be of the same Type, (iii) may be repaid and reborrowed made in accordance with Section 2.03. The available Commitments also may be utilized by the provisions hereof, (iv) shall not be made (and shall not be required Company to be made) by any Lender obtain Letters of Credit 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountaccordance with Section 2.11.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make, at any time and from time to time on make an Initial Term Loan 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”) Term Loans to the Borrower, which Revolving Initial Term Loans (i) shall be denominated in the respective Available Currency elected incurred by the BorrowerBorrower pursuant to a single drawing on the Closing Date, (ii) shallshall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans, Eurodollar Loans, Euro Denominated Term Loans or Sterling Denominated LIBO Rate Term Loans, ; provided that except as otherwise specifically provided in Section 2.10(b), all Revolving 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 (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not be reborrowed. (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 Borrower, 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) may shall, except as hereinafter provided, at the option of the Borrower, be repaid incurred and reborrowed in accordance with 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 provisions hereofsame Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not be made 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 (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after before giving effect to the use of the proceeds termination thereof on the such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. 2.02 Minimum Amount of any Each Borrowing. The aggregate principal amount of each Borrowing of (A) Euro Denominated Term Loans under any Tranche shall not be made less than the Minimum Borrowing Amount. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than eight (and shall not be required to be made) by any Lender 8) Borrowings of LIBO Rate Term Loans in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.aggregate for all Tranches of Term Loans. 2.03

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with an A Term Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, to makeconvert into A Term Loans (as hereinafter defined), at any time and from time to time on or after the Initial Borrowing Date and prior Restatement Effective Date, Original Term Loans made by such Continuing Bank pursuant to the Revolving Loan Maturity Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's A Percentage (immediately after giving effect to the occurrence of the Restatement Effective Date, ) of the aggregate principal amount of Original Term Loans made by all Original Banks and outstanding on the Restatement Effective Date and/or (B) to make on the Restatement Effective Date a revolving term loan or revolving loans (each, a “Revolving an "A Term Loan” " and, collectively, the “Revolving "A Term Loans”") to the BorrowerBorrowers, which Revolving A Term Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrowerthe Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than two Borrowings of A Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 60th day after the Restatement Effective Date or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to in the succeeding parenthetical (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 a single date, on or after the Restatement Effective Date and on or prior to the fourth Business Day following the Restatement Effective Date and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (ivii) shall not be made equal for each Bank, in initial aggregate principal amount, an amount (and which, in the case of each Continuing Bank, shall not be required include the principal amount of Loans converted pursuant to be madeclause (A) by above) which equals the A Term Loan Commitment of such Bank on the Restatement Effective Date (before giving effect to any Lender in any instance where the incurrence thereof (reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to the use of the proceeds thereof any reductions thereto on the or prior to such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last deliveredSection 3.03(b)(ii)) and (viii) in shall be joint and several obligations of each of the case of any Borrowing of (A) Euro Denominated Borrowers. Once repaid, A Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to the terms and upon conditions of the Amendment and Restatement Agreement and this Agreement, (w) the Additional Term B-3 Lender severally agrees to make a Term B-3 Loan to the Borrower on the Amendment and Restatement Effective Date denominated in U.S. Dollars in a principal amount not to exceed its Additional Term B-3 Commitment on the Amendment and Restatement Effective Date, (x) each Converting Term B-3 Loan Consenting Xxxxxx agrees, on the terms and conditions set forth hereinin the Amendment and Restatement Agreement, each to have all of its outstanding Term B-2 Loans (or such lesser amount as notified and allocated to such Converting Term B-3 Loan Consenting Lender severally agrees to makeby the Amendment and Restatement Agreement Lead Arrangers, at any time as determined by the Borrower and from time to time on or after the Initial Borrowing Amendment and Restatement Agreement Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-3 Loans effective as of the Amendment and Restatement Effective Date and prior (y) each Non-Converting Term B-3 Loan Consenting Lender agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the Additional Term B-3 Lender Term B-3 Loans in a principal amount equal 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 principal amount of such Term B-2 Loans (i) shall be denominated in the respective Available Currency elected or such lesser amount as notified and allocated to such Non-Converting Term B-3 Loan Consenting Lender by the BorrowerAmendment and Restatement Agreement Lead Arrangers, (ii) shallas determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion). Once repaid, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Term B-3 Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Tranche A Term 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, make a revolving term loan or revolving term loans (each, each a “Revolving "Tranche A Term Loan” " and, collectively, the “Revolving "Tranche A Term Loans”") to the Borrower, which Revolving Tranche A Term Loans (i) shall only may be denominated in the respective Available Currency elected incurred by the BorrowerBorrower (x) on the Initial Borrowing Date and (y) on the Second Term Loan Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than three Borrowings of Tranche A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Initial Borrowing Date or, if an Interest Period relating to any then outstanding Tranche A Term Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, 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 (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 a single date on or after the Initial Borrowing Date and on or prior to the sixth Business Day following the Initial Borrowing Date, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period) and (iii) may shall be made by each such Bank on any Term Loan Borrowing Date in that aggregate principal amount which does not exceed the Tranche A Term Loan Commitment of such Bank on such Term Loan Borrowing Date (before giving effect to any reductions thereto on such date 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 Section 3.03(b)(iii)); provided, however, that until all Indebtedness to be Refinanced has been repaid and reborrowed in accordance with full, the provisions hereof, (iv) shall Borrower will not be made (and shall not be required permitted to be made) by any Lender in any instance where the incurrence thereof (incur Tranche A Term Loans if, after giving effect to the use incurrence thereof and the application of the proceeds thereof on therefrom, the date remaining Total Tranche A Term Loan Commitment would be less than the aggregate outstanding principal amount of the incurrence thereof remaining Indebtedness to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated be Refinanced. Once repaid, Tranche A Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon Upon the terms and satisfaction of the conditions precedent set forth hereinin Sections 5.01 and 5.02, each Lender severally agrees to makeas applicable, at any time from and from time to time on or after including the Initial Borrowing Closing Date and prior to the Revolving Loan Maturity Termination Date, a revolving loan or each Revolving Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time (eacheach such loan, together with any loans made pursuant to a Revolving Loan Increase and Extended Revolving Loans, the “Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Termination Date. (b) [Reserved.] (c) Upon the satisfaction of the conditions precedent set forth in Section 5.01, each Term Lender severally agrees to make a single term loan (each individually, a “Revolving Term Loan” and, collectively, the “Revolving Term Loans”) to the BorrowerBorrower on the Closing Date in an aggregate principal amount not to exceed such Term Lender's Closing Date Term Loan Commitment, which Revolving Term Loans (ix) shall be denominated in the respective Available Currency elected by the Borrower, Dollars and (iiy) shall, at the option of Borrowerthe Borrower and subject to clause (d) below and Section 4.03, be incurred and maintained as, and/or converted into, Base Floating Rate Loans or Eurodollar Rate Loans. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Closing Date, Eurodollar Loansthe Closing Date Term Loan Commitments shall terminate. Upon the funding of the 2021 Incremental Term Loans on the 2021 Incremental Effective Date, Euro Denominated Loans or Sterling Denominated Loansthe 2021 Incremental Term Loan Commitments shall terminate. (d) [Reserved.] (e) Subject to Section 4.03, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising made after the same Borrowing Closing Date shall be, at all times be the option of the same TypeBorrower, (iii) may be repaid and reborrowed selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (f) On the provisions hereofMaturity Date, (iv) the Borrower shall not be made (and shall not be required to be made) by any Lender repay in any instance where full the incurrence thereof (after giving effect to the use outstanding principal balance of the proceeds thereof on the date Loans. Each Advance under this Section 2.01 shall consist of the incurrence thereof Loans made by each applicable Lender ratably in proportion to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time Lender’s respective Pro Rata Share of such Advance. (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.g)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, (I) each Consenting Term Loan Lender severally agrees that, on the Restatement Effective Date, the Existing Term Loans made by such Consenting Term Loan Lender to make, at any time the Borrower pursuant to the Existing Credit Agreement and from time to time outstanding on or after the Initial Borrowing Restatement Effective Date and (immediately prior to giving effect thereto) as set forth on Schedule 1.01 hereto under the Revolving heading “Continued Existing Term Loans” shall be continued (the “Existing Term Loan Maturity Date, a revolving loan or revolving Continuation”) as term loans owing by the Borrower (eacheach such term loan, a “Revolving Continued Existing Term Loan” and, collectively, the “Revolving Continued Existing Term Loans”), and (II) each Lender with a New Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a new term loan or term loans to the BorrowerBorrower (each, a “New Term Loan” and, collectively, the “New Term Loans” and, together with the Continued Existing Term Loans, the “Restatement Effective Date Loans”), which Revolving Restatement Effective Date Loans (iw) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (iix) shallin the case of New Term Loans, shall be made pursuant to one drawing on the Restatement Effective Date, (y) shall not exceed in aggregate principal amount for any Lender immediately prior to the incurrence of the New Term Loans, that amount which equals the sum of (1) the aggregate principal amount of Existing Term Loans subject to the Existing Term Loan Continuation as provided above and (2) the New Term Loan Commitment, if any, of such Lender as in effect on the Restatement Effective Date and (z) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except all Restatement Effective Date Loans and New Term Loans made as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising part of the same Borrowing shall at all times be shall, unless specifically provided herein, consist of Term Loans of the same Type. Once repaid, (iii) Restatement Effective Date Loans 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 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Closing Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, ABR Loans or Eurodollar Loans; provided that, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations Aggregate Exposure to exceed the Maximum Sterling Denominated Loan AmountBorrowing Base at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche A Term 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 term loan or revolving loans (each, a “Revolving "Tranche A Term Loan” " and, collectively, the “Revolving "Tranche A Term Loans”") to the Borrower, which Revolving Tranche A Term Loans (i) except as hereafter provided, shall be denominated in made and initially maintained as a single Borrowing of Base Rate Loans and after the respective Available Currency elected by fifth Business Day following the BorrowerInitial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided, provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Tranche A Term Loans comprising made as part of the same Borrowing shall at all times be consist of Tranche A Term Loans of the same TypeType and (y) unless the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), (iii) no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be repaid incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and reborrowed in accordance with the provisions hereoffirst of which Borrowings may only be made on or after the fifth Business Day after the Initial Borrowing Date and on or prior to the seventh 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 (ivii) shall not be made (and shall not be required to be made) by any each Lender in that initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of such Lender on such date (before giving effect to any instance where the incurrence thereof (reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to the use of the proceeds thereof any reductions thereto on the or prior to such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Lender severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective 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 be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b-------- 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time and (based on II) the Borrowing Base Certificate last deliveredaggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (y) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity DateDate for its Revolving Loan Commitment, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) 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 Adjusted Available Revolving Loan Commitment of such Bank at such time and (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vy) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of (A) Euro Denominated Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Total Available Revolving Loan AmountCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an A Term 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, make a revolving term loan or revolving term loans (each, a an “Revolving A Term Loan” and, collectively, the “Revolving A Term Loans”) to the Borrower, which Revolving A Term Loans (i) shall be denominated in incurred pursuant to a single drawing on the respective Available Currency elected by the BorrowerInitial 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, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of A Term Loans to be maintained as Eurodollar Loans may be repaid incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and reborrowed in accordance with the provisions hereoffirst of which Borrowings may only be made on, or within five Business Days 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 (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A Term Loans incurred hereunder may not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term 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 term loan or revolving term loans (each, a an “Revolving Initial Term Loan” and, collectively, the “Revolving Initial Term Loans”) to the Borrower, which Revolving Initial Term Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Initial Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), 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 within five Business Days 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 in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder 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 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Syndicated Loans to ODEC from time to time during the Availability Period in an aggregate principal amount that will not result in (a) Subject such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the aggregate Revolving Credit Exposures plus the aggregate outstanding principal amount of all Competitive Loans exceeding the total Commitments; provided that it is understood and agreed that, (i) prior to the Effective Date, certain loans were previously made to ODEC under the Existing Credit Agreement which remain outstanding as of the Effective Date (any such outstanding loans, the “Existing Loans”), (ii) subject to the terms and upon conditions set forth in this Agreement, ODEC and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, any Existing Loans, except for the Repaid Existing Loans, shall be re-evidenced as Loans under this Agreement, the terms of any such Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (iii) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to makethe reallocation and other transactions described in Section 1.06 and agrees to purchase, at on the Effective Date, from any time Lender under the Existing Credit Agreement (other than any Departing Lenders) such Existing Loans (which, following such purchase, shall be Loans hereunder) and from time to time make additional Loans to ODEC as is necessary to cause each such Lxxxxx’s outstanding Loans hereunder to reflect such Lxxxxx’s Applicable Percentage of the aggregate Commitments on or after the Initial Borrowing Date Effective Date. Within the foregoing limits and prior subject to the Revolving Loan Maturity Dateterms and conditions set forth herein, a revolving loan or revolving loans (eachODEC may borrow, a “Revolving Loan” and, collectively, the “Revolving repay and reborrow Syndicated Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Restatement Effective 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 be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time and (based on II) the Borrowing Base Certificate last deliveredaggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (y) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to makemake a term loan or term loans (each a “Loan” and, at any time and from time collectively, the “Loans”) to time the Borrower, which Loans (i) shall bear interest in accordance with Section 1.07, (ii) may only be incurred on a date occurring on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, Commitment Termination Date on which a revolving loan or revolving loans Top Glory Vessel is acquired by a Subsidiary of the Borrower pursuant to the Vessel Acquisition Documents (each, each a “Revolving LoanVessel Acquisition” and, and collectively, the “Revolving LoansVessel Acquisitions”) to the Borrower); provided that no more than two Vessel Acquisitions may be made after April 1, which Revolving Loans 2005, (iiii) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereofDollars, (iv) shall not be made exceed in aggregate principal amount on any Borrowing Date (and shall not be required to be madex) by any Lender in any instance where the incurrence thereof (after giving effect when added to the use aggregate principal amount of all Loans then outstanding, an amount equal to 85% of the proceeds thereof on the date sum of the incurrence thereof Appraised Value of all Top Glory Vessels acquired by the Borrower and its Subsidiaries on or prior to repay such Borrowing Date (including the Top Glory Vessels then being acquired) and (y) for any amounts theretofore outstanding pursuant Top Glory Vessel, an amount equal to this Agreementthe lesser of (x) would cause 85% of the Aggregate Exposure to exceed Appraised Value of such Top Glory Vessel and (y) the Borrowing Base at Maximum Loan Amount for such time (based on the Borrowing Base Certificate last delivered) Top Glory Vessel, and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed for any Lender, that amount which equals the Commitment of such Lender as in effect on such Borrowing Date (and shall determined before giving effect on such Borrowing Date to the reduction thereto required by Section 3.03). Once repaid, Loans incurred hereunder may not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to makeexchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, at any time each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and from time to time on or after part of) the Initial Borrowing Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the Revolving Loan Maturity Dateeffectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectivelybut not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Revolving Loans”) to Obligations” under this Agreement and the Borrower, which Revolving other Credit Documents. The Initial Term Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerU.S. Dollars, (ii) shallshall be, 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 Loans, Eurodollar Loans, Euro Denominated Term Loans or Sterling Denominated LIBO RateTerm SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (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 each such Lender in any instance where that aggregate principal amount which did not exceed the incurrence thereof Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (after before giving effect to the use of the proceeds termination thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 4.02(a)(i)). Once repaid, Initial Term Loans shall may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank with a Term Loan Commitment, to makeconvert into Term Loans (each a "Term Loan Conversion," and together, at any time the "Term Loan Conversions"), on the Restatement Effective Date, Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and from time to time outstanding on or after the Initial Borrowing Restatement Effective Date and (B) in the case of New Banks with a Term Loan Commitment and in the case of any Continuing Bank whose Term Loan Commitment is greater than the aggregate outstanding principal amount of Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, prior to the Revolving Loan Maturity Restatement Effective Date, on the Restatement Effective Date, to make a revolving term loan or revolving loans (together with each Term Loan Conversion, each, a “Revolving "Term Loan” " and, collectively, the “Revolving "Term Loans”") to the Borrower, which Revolving Term Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, ; provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)) and (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 exceed for all Banks at any Lender in any instance where the incurrence thereof (after giving effect time an aggregate principal amount which, when added to the use aggregate amount of all outstanding Revolving Loans at such time, and all Letter of Credit Outstandings at such time and the proceeds thereof on the date aggregate outstanding amount of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed all other Net Adjusted Consolidated Indebtedness at such time, equals the Borrowing Base at such time (based time. Once repaid, Term Loans incurred hereunder may not be reborrowed. To the extent that any Continuing Bank's Term Loan Commitment is less than the amount of Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Borrowing Base Certificate last delivered) and (v) in Restatement Effective Date immediately prior to the case Restatement Effective Date, the proceeds of any Borrowing of (A) Euro Denominated other Term Loans shall not be made (and shall not be required used to be made) by any Lender in any instance where repay such Continuing Bank the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated amount of such Continuing Bank's Existing Term Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated which exceeds such Term Loan AmountCommitment.

The Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Syndicated Loans to ODEC from time to time during the Availability Period in an aggregate principal amount that will not result in (a) Subject such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the aggregate Revolving Credit Exposures plus the aggregate outstanding principal amount of all Competitive Loans exceeding the total Commitments; provided that it is understood and agreed that, (i) prior to the Effective Date, certain loans were previously made to ODEC under the Existing Credit Agreement which remain outstanding as of the Effective Date (any such outstanding loans, the “Existing Loans”), (ii) subject to the terms and upon conditions set forth in this Agreement, ODEC and each of the Lenders agree that on the Effective Date but subject to the satisfaction of the reallocation and other transactions described in Section 1.06, any Existing Loans, except for the Repaid Existing Loans, shall be re-evidenced as Loans under this Agreement, the terms of any such Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement, and (iii) subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to makethe reallocation and other transactions described in Section 1.06 and agrees to purchase, at on the Effective Date, from any time Lender under the Existing Credit Agreement (other than any Departing Lenders) such Existing Loans (which, following such purchase, shall be Loans hereunder) and from time to time make additional Loans to ODEC as is necessary to cause each such Lender’s outstanding Loans hereunder to reflect such Lender’s Applicable Percentage of the aggregate Commitments on or after the Initial Borrowing Date Effective Date. Within the foregoing limits and prior subject to the Revolving Loan Maturity Dateterms and conditions set forth herein, a revolving loan or revolving loans (eachODEC may borrow, a “Revolving Loan” and, collectively, the “Revolving repay and reborrow Syndicated Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrowers (on a joint and several basis), which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBOR Loans; provided, provided that that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated the Aggregate Exposure to exceed the Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Swingline Loans (i) shall be denominated in Dollars, (ii) shall be incurred and maintained as Base Rate Loans; (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 the Swingline 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 (A) the Sterling Denominated Obligations Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Sterling Denominated Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (1) 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 Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”) and (2) the Swingline Lender shall not make any Swingline Loan Amount.after it has received written notice from any 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 51 #93457508v14

The Commitments. (a) Subject On and subject to and upon the terms and conditions set forth hereinhereof, including entry of the BCA Approval Order, each Lender Commitment Party agrees, severally agrees (in accordance with its Commitment Percentage) and not jointly, to make, at any time fully exercise (or cause certain of its and from time its affiliates’ managed funds and/or accounts to time on fully exercise) all Subscription Rights that are issued to it (or after the Initial Borrowing Date and prior such managed funds or accounts) pursuant to the Revolving Loan Maturity DateRights Offering, a revolving loan or revolving loans (eachand duly purchase all Rights Offering Units issuable to it pursuant to such exercise, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (ivin accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall not be made referred to as the “Rights Offering Backstop Commitment”. (c) On and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect subject to the use terms and conditions hereof, including entry of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time Confirmation Order, each Commitment Party agrees, severally (based on the Borrowing Base Certificate last deliveredin accordance with its Commitment Percentage) and not jointly, to purchase (v) in the case or cause certain of any Borrowing of (A) Euro Denominated Loans shall not be made (its and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.its affiliates’ 20

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, make at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Final Maturity Date, Date a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrowers on a joint and several basis, which Revolving Loans (i) shall be denominated bear interest in the respective Available Currency elected by the Borroweraccordance with Section 1.07, (ii) shallshall be denominated in Dollars or in an Alternate Currency in each case, at as elected by the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeBorrowers, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made exceed for any such Lender at any time that aggregate principal amount outstanding which, when added to the product of (x) such Lender’s Percentage and (y) the sum 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 Commitment of such Lender at such time, (v) shall not be required exceed for all such Lenders at any time that aggregate principal amount outstanding which, when added to be madethe sum of (I) by any Lender in any instance where the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof of, the respective incurrence of Loans) at such time, and (after giving effect to II) the use aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds thereof on the date of of, and simultaneously with the incurrence thereof to repay any amounts theretofore of, the respective incurrence of Revolving Loans) then outstanding pursuant to this Agreement) would cause equals the Aggregate Exposure to exceed the Borrowing Base Total Commitment at such time (based on the Borrowing Base Certificate last delivered) time, and (vvi) in the case of any Borrowing of (A) Euro Denominated Loans Alternate Currency Revolving Loans, shall not be made exceed for all Lenders at any time in aggregate principal amount (and shall not be required to be madeusing the Dollar Equivalent thereof) by any Lender in any instance where outstanding, the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountAlternate Currency Sublimit.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Borrower Tranche A Term Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to on the Revolving Loan Maturity PIK Preferred Drawdown Date, a revolving term loan or revolving term loans (each, each a “Revolving "U.S. Borrower Tranche A Term Loan” " and, collectively, the “Revolving "U.S. Borrower Tranche A Term Loans”") to the U.S. Borrower, which Revolving U.S. Borrower Tranche A Term Loans (i) shall be denominated made and maintained in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at in the option case of BorrowerU.S. Borrower Tranche A Term Loans made on the Initial Borrowing Date, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans made by each Lender with a U.S. Borrower Tranche A Term Loan Commitment in that principal amount as is equal to the U.S. Borrower Tranche A Term Loan Commitment of such Lender 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 Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(bprior to such date pursuant to 3.03(b)(iii), all Revolving Loans comprising the same Borrowing shall at all times be ) less such Lender's A Share of the same TypeA PIK Preferred Holdback Amount as in effect on the Initial Borrowing Date, (iii) may be repaid and reborrowed shall, in accordance with the provisions hereofcase of the U.S. Borrower Tranche A Term Loans made on the PIK Preferred Drawdown Date, (iv) shall not be made by each Lender with a U.S. Borrower Tranche A Term Loan Commitment in an amount equal to the U.S. Borrower Tranche A Term Loan Commitment of such Lender as in effect on such date (and shall not be required before giving effect to be madeany reductions thereto on such date pursuant to Section 3.03(b)(ii) by any Lender in any instance where the incurrence thereof (but after giving effect to the use of the proceeds thereof any reductions thereto on the or prior to such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last deliveredSection 3.03(b)(i) and (viii)) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.and

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinof this Agreement and the Pooling and Administration Agreement, the Purchaser hereby purchases the Class B Certificate and the Trust Interest evidenced thereby for a purchase price of $1,000,000 (one million dollars) (the "Initial Purchase") and the Purchaser hereby agrees, upon NAFCO's request, to make additional purchases (the Initial Purchase and each Lender severally agrees such additional purchase herein referred to make, at any time and individually as a "Purchase") of Trust Interests from time to time on or after during the Initial Borrowing period from (and including) the date hereof to (but excluding) the Amortization Commencement Date and prior with respect 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LoansClass B Certificate, provided that except as otherwise specifically provided in Section 2.10(b)the Purchaser will not be required or permitted to make a Purchase on any date if the funded principal amount of its Class B Certificate, all Revolving Loans comprising after giving effect to such Purchase, would exceed the same Borrowing shall at all times be Stated Amount of the same TypePurchaser's Class B Certificate, (iii) may provided further that proceeds of Initial Purchase shall be repaid and reborrowed in accordance with deposited into the provisions hereof, (iv) shall not be made (Excess Funding Account and shall not be required available to be madewithdrawn from such account until the earlier of (i) by any Lender April 15, 1995 (the "Initial Purchase Return Date") or (ii) the date on which the condition precedent set forth in any instance where Section 6.3 hereof is first satisfied. If, on the incurrence thereof (after giving effect Initial Purchase Return Date, the full Initial Purchase remains on deposit, then NAFCO will cause the Trustee to return to the use Purchaser an amount equal to the Initial Purchase plus all accrued and unpaid interest thereon. Subject to the terms of this Agreement, the aggregate principal amount of the proceeds thereof on the date of the incurrence thereof Purchaser's investment represented by its Class B Certificate may be increased or decreased from time to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amounttime.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term 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, make a revolving term loan or revolving loans (each, each a “Revolving "Term Loan” " and, collectively, the “Revolving "Term Loans”") to the Borrower, which Revolving Term Loans (i) shall be denominated in the respective Available Currency elected incurred by the BorrowerBorrower on the Restatement Effective Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LoansPROVIDED THAT, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Term Loans comprising the same Borrowing shall at all times be of the same TypeType 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 Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement 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 Restatement Effective Date or on or prior to the sixth Business Day after the Restatement Effective 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) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made by each such Bank in that aggregate principal amount which does not exceed the Term Loan Commitment of such Bank on the Restatement Effective Date (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after before giving effect to the use of the proceeds termination thereof on the such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 3.03(b)). Once repaid, Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term 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, make a revolving term loan or revolving term loans (each, a each an “Revolving Initial Term Loan” and, collectively, and collectively the “Revolving Initial Term Loans”) to the BorrowerBorrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Revolving Initial Term Loans (i) shall be denominated in incurred pursuant to a single drawing on the respective Available Currency elected by the BorrowerInitial Borrowing Date, (ii) shall be denominated in 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, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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, Initial Term Loans may only be repaid incurred and reborrowed in accordance 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 on the same day, with the provisions hereoffirst such Interest Period to begin no sooner than three Business Days (nor later than five 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 Initial Borrowing Date. Once repaid, Initial Term Loans may not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a A-1 Term 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, make a revolving term loan or revolving term loans (each, a “Revolving each an "A-1 Term Loan” " and, collectively, the “Revolving "A-1 Term Loans”") to the Borrower, which Revolving A-1 Term Loans (i) shall be denominated in incurred pursuant to a single drawing on the respective Available Currency elected by the BorrowerInitial 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, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) unless either the Lead Arranger 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), (1) no A-1 Term Loans may be repaid incurred or maintained as Eurodollar Loans prior to the fifth day following the Initial Borrowing Date and reborrowed in accordance (2) thereafter and prior to the 90th day following the Initial Borrowing Date, A-1 Term Loans may only be incurred as and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A-2 Term Loans, A-3 Term Loans, 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 provisions hereofsame day, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A-1 Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A-1 Term Loans incurred hereunder may not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or and after the Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, each a “"Revolving Loan” " and, collectively, the “"Revolving Loans”") to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided PROVIDED that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's 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 be made exceed for all 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vII) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of (A) Euro Denominated Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Total Revolving Loan AmountCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche A Term 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 term loan or revolving loans (each, a “Revolving Loan” "TRANCHE A TERM LOAN" and, collectively, the “Revolving Loans”"TRANCHE A TERM LOANS") to the Borrower, which Revolving Tranche A Term Loans (i) except as hereafter provided, shall be denominated in made and initially maintained as a single Borrowing of Base Rate Loans and after the respective Available Currency elected by third Business Day following the BorrowerInitial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided, provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Tranche A Term Loans comprising made as part of the same Borrowing shall at all times be consist of Tranche A Term Loans of the same TypeType and (y) unless the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), (iii) no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be repaid incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and reborrowed in accordance with the provisions hereoffirst of which Borrowings may only be made on or after the third Business Day after the Initial Borrowing Date and on or prior to the fifth 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 (ivii) shall not be made (and shall not be required to be made) by any each Lender in that initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of such Lender on such date (before giving effect to any instance where the incurrence thereof (reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to the use of the proceeds thereof any reductions thereto on the or prior to such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, herein each 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 Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrowers (on a joint and several basis), which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBOR Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations Aggregate Exposure to exceed the Maximum Sterling Denominated Loan AmountBorrowing Base at such time (based on the most recently delivered Borrowing Base Certificate).

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, 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 convert into Term Loans (each, a “Revolving "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Restatement Effective Date, the Original Term Loans made by such Continuing Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the aggregate principal amount of such Original Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, (I) on the Restatement Effective Date and (II) on a 9 single date occurring after the Restatement Effective Date and on or prior to the Term Loan Availability Termination Date (each date upon which Term Loans are made, a "Term Loan Borrowing Date"), a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan” " and, collectively, the “Revolving "Term Loans”") to the Borrower, which Revolving Term Loans (i) made or converted on the Restatement Effective Date, shall be denominated in not exceed for any Bank, that amount which equals such Bank's TL Percentage of the respective Available Currency elected by the Borroweraggregate principal amount of Term Loans incurred on such date, (ii) made on either Term Loan Borrowing Date, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iii) may be repaid and reborrowed in accordance with the provisions hereofmade on either Term Loan Borrowing Date, (iv) shall not be exceed for any Bank, in initial principal amount for the Term Loans being made by such Bank on any such Term Loan Borrowing Date, that amount which equals the remaining Term Loan Commitment, if any, of such Bank as in effect on such Term Loan Borrowing Date (and shall not be required before giving effect to be madeany reductions thereto on such date pursuant to Section 3.03(b)(i) by any Lender in any instance where the incurrence thereof or (ii), but after giving effect to the use of the proceeds thereof (x) any reductions thereto on the or prior to such date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last deliveredSection 3.03(b)(iii) and (vy) the Term Loan Conversions referred to in the case of any Borrowing of clause (A) Euro Denominated above). Once repaid, Term Loans borrowed hereunder may not be reborrowed. Notwithstanding anything to the contrary contained above, the aggregate amount of Term Loans incurred on the Restatement Effective Date shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount$155,000,000.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective 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 be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time and (based on II) the Borrowing Base Certificate last deliveredaggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (y) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees agrees, (A) in the case of each Continuing Bank, to makeconvert into Revolving Loans, on the Restatement Effective Date, Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the amount set forth on Schedule I and/or (B) at any time and from time to time on or and after the Initial Borrowing Restatement Effective 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LoansPROVIDED that, provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiy) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 1999 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, PROVIDED however, in the event the Borrower has elected to convert any Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof, hereof and (iviii) shall not be made exceed for any Bank at any time outstanding (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) which, in the case of any Borrowing each Continuing Bank, shall include the principal amount of Existing Revolving Loans converted pursuant to clause (A) Euro Denominated Loans shall not be made (and shall not be required to be madeabove) by any Lender in any instance where that aggregate principal amount which equals the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Revolving Loan AmountCommitment of such Bank at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term 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, make a revolving term loan or revolving term loans (each, a each an “Revolving Initial Term Loan” and, collectively, and collectively the “Revolving Initial Term Loans”) to the BorrowerBorrower in an amount not more than such Lender’s Initial Term Loan Commitment, which Revolving Initial Term Loans (i) shall be denominated in incurred pursuant to a single drawing on the respective Available Currency elected by the BorrowerInitial Borrowing Date, (ii) shall be denominated in 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, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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, Initial Term Loans may only be repaid incurred and reborrowed in accordance 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 on the same day, with the provisions hereoffirst such Interest Period to begin no sooner than three Business Days (nor later than five 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 Initial Borrowing Date. Once repaid or prepaid, Initial Term Loans may not be made (and shall not be required to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Closing Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrower Agent and the other Borrowers, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of Borrowerthe Borrower Agent, be incurred and maintained as, and/or converted into, Base ABR Loans or BSBY Rate Loans; provided that, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b)this Agreement, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated the Aggregate Exposure to exceed the Borrowing Base at such time. Notwithstanding anything to the contrary contained in this Section 2.01 or the Credit Agreement, until such time as the Exit Term Loan Credit Agreement and Exit Notes Indenture (or any Permitted Refinancing Indebtedness with respect thereto) permit the incurrence of indebtedness under this Agreement in an amount not less than $100,000,000, at no time shall the outstanding principal balance of the Revolving Loans hereunder exceed (and Lenders shall not be made (and shall not be required obligated to be made) by make any Lender in any instance where the incurrence thereof Loans that would cause the Sterling Denominated Obligations outstanding principal balance of the Revolving Loans hereunder to exceed the Maximum Sterling Denominated Loan Amountexceed) $90,000,000.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBOR Loans; provided that, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and time, (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations Aggregate Exposure to exceed the Maximum Sterling Denominated Loan AmountBorrowing Base at such time and (vi) shall not exceed in aggregate principal amount, on the Effective Date, when taken together with all Swingline Loans made on such date, $300,000,000.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans to the U.S. Borrowers (eachon a joint and several basis), and each U.K. Bank severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, to make a “revolving loan or revolving loans to the U.K. Borrowers (on a joint and several basis) (with the revolving loans made to the U.S. Borrowers or the U.K. Borrowers pursuant to this Section 1.01(a) being each called a "Revolving Loan” " and, collectively, the “"Revolving Loans”) to the Borrower"), which Revolving Loans (i) shall be denominated shall, in the respective Available Currency elected by case of Revolving Loans made to the BorrowerU.S. Borrowers, be made and maintained in Dollars (ii) each, a "Dollar Revolving Loan" and, collectively, the "Dollar Revolving Loans"), which Dollar Revolving Loans shall, at the option of Borrowerthe U.S. Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided PROVIDED that except as otherwise specifically provided in Section 2.10(b1.10(b), all Dollar Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) shall, in the case of Revolving Loans made to the U.K. Borrowers, 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 be made (and shall not be required to be made) by any Lender Bank 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 Aggregate Individual Exposure of such Bank to exceed the Borrowing Base amount of its Commitment at such time (based on the Borrowing Base Certificate last delivered) and time, (v) shall not, in the case of Sterling Revolving Loans, be made (and shall not be required to be made) by any Borrowing Bank if the making of same (Aafter giving effect to the use of the proceeds thereof on the date of the respective Borrowing) Euro Denominated Loans would cause the Individual Sterling Exposure of such Bank to exceed the U.K. Sub-Commitment of such Bank at such time and (vi) shall not be made (and shall not be required to be made) by any Lender in any instance where Bank if the incurrence thereof making of same would cause the Euro Denominated Obligations Aggregate Exposure (after giving effect to the use of the proceeds thereof to pay existing extensions of credit pursuant to this Agreement on such date) to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans Total Commitment as then in effect. The proceeds of each Dollar Revolving Loan shall not be made available to the U.S. Borrowers as directed by any one of them (and shall not be required with the proceeds to be made) used by one or more the U.S. Borrowers as they may determine), it being understood and agreed that the U.S. Borrowers shall be jointly and severally obligated with respect to each U.S. Borrowers' Revolving Loan for the repayment thereof and all amounts owing with respect thereto. The proceeds of each Sterling Revolving Loan shall be made available to the U.K. Borrowers as directed by any Lender in one of them (with the proceeds to be used by one or more of the U.K. Borrowers as they may determine), it being understood and agreed that U.K. Borrowers shall be jointly and severally obligated with respect to each U.K. Borrowers' Revolving Loan for the repayment thereof and all amounts owing with respect thereto. The U.K. Borrowers shall have no liability with respect to any instance where U.S. Borrowers' Revolving Loans which may be extended to, and which shall constitute obligations of, the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountU.S. Borrowers.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or and after the Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, a revolving loan one or revolving more loans (each, a “"Revolving Loan” and", and collectively, the “"Revolving Loans”") to one or more of the BorrowerBorrowers (on a several basis), which Revolving Loans (i) shall be denominated made and maintained in the respective Available Approved Currency elected by or Approved Currencies permitted for the applicable Borrower, (ii) shallif denominated in Dollars, at the option of the US Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, (iii) if denominated in a Foreign Currency, at the option of the applicable Foreign Borrower, shall be incurred and maintained as, and/or converted into, one or more Borrowings of Revolving Loans of such Foreign Currency, (iv) if Euro Denominated Loans or Sterling Denominated Rate Loans, provided that except shall have such Interest Periods as otherwise specifically provided in are selected by the applicable Borrower pursuant to Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type1.09, (iiiv) may be repaid and reborrowed in accordance with the provisions hereof, (ivvi) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where the incurrence thereof (after giving effect time outstanding that aggregate Principal Amount which, when added to the use sum of (x) the proceeds thereof on the date aggregate Principal Amount of the incurrence thereof to repay any amounts theretofore all other Revolving Loans made by such Lender and then outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vy) in the case of any Borrowing product of (A) Euro Denominated Loans shall not be made (such Lender's Percentage and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated the sum of (1) 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, Revolving Loans) at such time and (2) 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 (vii) shall not be made exceed for all 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (II) the Maximum Sterling Denominated 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 AmountCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Expiry Date, a revolving loan or revolving loans loans, (each, each a “"Revolving Loan” and, " and collectively, the “"Revolving Loans”") to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, either Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, ; provided that except as otherwise specifically provided in Section 2.10(b1.11(b), all Revolving Loans comprising made by all the Banks pursuant to the same Borrowing shall at all times be consist of Revolving Loans of the same Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereofhereof 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 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 Commitment of such Bank at such time and (iv) shall not be made exceed for all Banks 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof of, the respective incurrence of Revolving Loans) at such time, (after giving effect to y) the use aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds thereof on the date of of, and simultaneously with the incurrence thereof to repay any amounts theretofore of, the respective incurrence of Revolving Loans) then outstanding pursuant to this Agreementand (z) would cause the Aggregate Exposure to exceed aggregate principal amount of all Competitive Bid Loans then outstanding, equals the Borrowing Base Total Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amounttime.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, each a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where 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 thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time and (based on II) the Borrowing Base Certificate last deliveredaggregate 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 (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed in aggregate principal amount at any time outstanding, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (II) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, the Maximum Sterling Denominated Total Revolving Loan AmountCommitment at such time.

The Commitments. (a) Subject (I) On the Restatement Effective Date, the Existing Revolving Loans made by each Existing Lender to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as Borrowings of Revolving Loans hereunder, and (II) subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make, at any time and from time to time on or and after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Maturity Date, a revolving loan one or more additional revolving loans (eachtogether with the Existing Revolving Loans continued pursuant to preceding clause (I), the "Revolving Loans" and each a “"Revolving Loan” and, collectively, the “Revolving Loans”") to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RF Percentage and (y) the sum of (1) 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 thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time and (based on 2) the Borrowing Base Certificate last deliveredaggregate 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 Commitment of such Lender at such time and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (y) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Sterling Denominated Loan AmountTotal Revolving Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, make at any time and from time to time on or after the Initial Borrowing Availability Date and prior to the Revolving Loan Final Maturity Date, Date a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrowers on a joint and several basis, which Revolving Loans (i) shall be denominated bear interest in the respective Available Currency elected by the Borroweraccordance with Section 1.07, (ii) shallshall be denominated in Dollars or in an Alternate Currency in each case, at as elected by the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeBorrowers, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made exceed for any such Lender at any time that aggregate principal amount outstanding (for this purpose, using the Dollar Equivalent of each Alternate Currency Revolving Loan then outstanding) which, when added to the product of (x) such Lender’s Percentage and shall not be required to be made(y) by any Lender in any instance where the sum of (I) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof of, the respective incurrence of Revolving Loans) at such time, and (after giving effect to II) the use aggregate Swingline Loan Exposure (exclusive of Swingline Loans which are repaid with the proceeds thereof on the date of of, and simultaneously with the incurrence thereof to repay any amounts theretofore of, the respective incurrence of Revolving Loans) then outstanding pursuant to this Agreement) would cause equals the Aggregate Exposure to exceed the Borrowing Base Commitment of such Lender at such time (based on the Borrowing Base Certificate last delivered) and (v) in shall not exceed for all such Lenders at any time that aggregate principal amount outstanding (for this purpose, using the case Dollar Equivalent of any Borrowing each Alternate Currency Revolving Loan then outstanding) which, when added to the sum of (AI) Euro Denominated Loans shall not be made the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof of, the respective incurrence of Loans) at such time, and (II) the aggregate Swingline Loan Exposure (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding equals the Total Commitment at such time; provided that no Alternate Currency Revolving Loan may be incurred if after giving effect thereto the Alternate Currency Outstandings would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountAlternate Currency Sublimit.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a “"Revolving Loan” " and, collectively, the “"Revolving Loans”") to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) 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 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 and (II) 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 Available Revolving Loan Commitment of such Bank at such time and (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof of, the respective incurrence of Revolving Loans) then outstanding and (after giving effect to II) the use aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds thereof on the date of of, and simultaneously with the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreementof, the respective incurrence of Revolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on time, equals the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Total Available Revolving Loan AmountCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term 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, make a revolving term loan or revolving term loans (each, a “Revolving B Term Loan” and, collectively, the “Revolving B Term Loans”) to the U.S. Borrower, which Revolving B Term Loans (i) shall be denominated in the respective Available Currency elected incurred by the BorrowerU.S. Borrower pursuant to a single drawing on the 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, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiB) 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 repaid incurred and reborrowed in accordance 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 provisions hereoffirst 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 not be made (and shall not be required to be made) by any each such Lender in any instance where that aggregate principal amount which does not exceed the incurrence thereof B Term Loan Commitment of such Lender on the Initial Borrowing Date (after before giving effect to the use of the proceeds termination thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 4.03(b)). Once repaid, B Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to makeagrees, at any time and from time to time on or and after the Initial Borrowing Effective 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 BorrowerBorrowers, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by joint and several obligations of each of the BorrowerBorrowers, (ii) shall be denominated in Dollars, (iii) shall, at the option of Borrower, the Borrowers be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Effective Date, Revolving 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 (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the 5th Business Day following the Effective Date) of one month which begins and ends on the same day, (iiiiv) may be repaid and reborrowed in accordance with the provisions hereof, (ivv) shall not be made (and shall not be required to be made) by exceed for any Lender in at any instance where time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vII) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (Avi) Euro Denominated Loans shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) at such time and (y) the Maximum Euro Denominated Obligations Amount or aggregate principal amount of all Swingline Loans (B) Sterling Denominated exclusive of Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Sterling Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.

The Commitments. You have requested that LCPI and/or one or more affiliates of LCPI to be designated by LCPI in its sole discretion and/or any lenders who become party to this Commitment Letter by assignment in accordance with Section 6 (acollectively, the "Interim Lenders") Subject commit to provide the Company up to $150 million in interim loans (the "Interim Loans"), having the terms set forth on Exhibit A hereto, which Interim Loans may be drawn at the time of payment for the Tender Offer in lieu of initially issuing Permanent Securities. The Interim Loans will be senior secured Interim Loans from the date of funding thereof until the date of the Merger, ranking pari passu with the Senior Credit Facility, and upon the Interim Loans will be senior subordinated Interim Loans, from and after the date of the Merger (if the Merger occurs) or if such funding occurs on or after the date of the Merger. Based on the foregoing and in reliance on an Engagement Letter, each of the Interim Lenders is pleased to confirm by this Commitment Letter its respective commitment to you (each, a "Commitment" and, collectively, the "Commitments"), severally and not jointly, to provide or cause one of its affiliates to provide an Interim Loan in the amount set forth opposite its name on Schedule 1 hereto pursuant to a loan agreement (the "Interim Loan Agreement") containing the terms, conditions and other provisions set forth on Exhibit A hereto. Notwithstanding the above, you understand that each Interim Lender's obligation to provide Interim Loans is expressly subject to the terms and conditions set forth hereinherein and will exist only upon the execution and delivery of definitive documentation, each Lender severally agrees to makeincluding, at any time and from time to time on or after without limitation, the Initial Borrowing Date and prior Interim Loan Agreement, satisfactory to the Revolving Loan Maturity DateAdministrative Agent and its counsel, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, and the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be satisfaction of the same Typeterms, (iii) may covenants and conditions contained therein. You further agree that if LCPI determines in its sole discretion that it would be repaid and reborrowed in accordance with advisable to structure the provisions hereof, (iv) shall not be made (and shall not be required Interim Loans as securities to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use facilitate syndication of the proceeds thereof on Commitments or for any other reason, that the date documentation contemplated by this Commitment Letter will be appropriately modified to provide for an issuance of senior interim notes having terms as nearly identical as practicable to those of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountInterim Loans.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Maturity Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the BorrowerBorrowers (on a joint and several basis), which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerDollars, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated SOFR Loans; provided, provided that that, except as otherwise specifically provided in Section 2.10(b2.17(d)(ii), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any 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 Aggregate Individual Exposure of such Lender to exceed the Borrowing Base amount of its Revolving Loan Commitment at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any 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 (A) the Euro Denominated Obligations Aggregate Exposure to exceed the Maximum Euro Denominated Obligations Amount Total Revolving Loan Commitment as then in effect or (B) Sterling Denominated the Aggregate Exposure to exceed the Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Swingline Loans (i) shall be denominated in Dollars, (ii) shall be incurred and maintained as Base Rate Loans; (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 the Swingline Lender in any instance where the incurrence thereof would cause (after giving effect to the Sterling Denominated Obligations use of the proceeds thereof on the date of the incurrence thereof to exceed the Maximum Sterling Denominated Loan Amount.repay any amounts theretofore

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Lender severally agrees to makemake loans (the “Loans” and individually, at any time and from time a “Loan”) to time the Borrower as follows: (i) an initial Borrowing on the Closing Date in the aggregate principal amount of $25,000,000; (ii) up to three (3) additional Borrowings on or after the Initial Borrowing Date date that the Bankruptcy Court shall have entered the Final Order during the Availability Period in an aggregate principal amount for such three (3) drawings not to exceed $25,000,000; 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) a Borrowing (the "Foreign Debt Draw”) on or after the date the Bankruptcy Court shall have entered the Foreign Debt Order and the Canadian Court shall have entered the Foreign Debt Recognition Order during the Availability Period, in an aggregate principal amount not to exceed $25,000,000; provided, however, that the Loans shall not exceed, for any Lender, in aggregate principal amount, the amount which equals the Commitment of such Lender. Proceeds of the Loans shall be used solely for the purposes set forth in Section 4.12. Once repaid, in whole or in part, at maturity or by prepayment, Loans made hereunder may not be repaid and reborrowed in accordance with whole or in part. The Borrower shall be required to request the provisions hereofForeign Debt Draw under the circumstances described in Section 7.14, (iv) and may request the Foreign Debt Draw at any time, in each case during the Availability Period on or after the date the Bankruptcy Court shall not be made (have entered the Foreign Debt Order and the Canadian Court shall have entered the Foreign Debt Recognition Order; provided that, for the avoidance of doubt, the Lenders shall not be required to be madefund the Foreign Debt Draw unless the Foreign Debt Draw Conditions and the other conditions set forth herein (including Sections 3.1, 3.2 and 3.3) by any Lender in any instance where are satisfied on or before 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountForeign Debt Draw Date.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Effective Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, each a “"Revolving Loan” " and, collectively, the “"Revolving Loans”") to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Commitment of such Lender at such time, and (iv) shall not be made exceed for all 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof (after giving effect to of, the use respective incurrence of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementRevolving Loans) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vII) in the case aggregate principal amount of any Borrowing all Swingline Loans (exclusive of (A) Euro Denominated Swingline Loans shall not be made (which are repaid with the proceeds of, and shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof would cause of, the Euro Denominated Obligations to exceed respective incurrence of Revolving Loans) then outstanding, equals the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountTotal Available Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Revolving Loan Commitment severally agrees to continue to make, at any time and from time to time on or and after the Initial Borrowing Restatement 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 be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiB) during the period from the Restatement Date to September 30, 1998 (the "Syndication Period"), no Revolving Loans shall be maintained as Eurodollar Loans with an Interest Period greater than one month, and (C) from the date on which the Agent gives notice to the Borrower of a proposed syndication (which notice may only be delivered during the Syndication Period) until the earlier of (1) the 60th day after the giving of such notice and (2) the Syndication Date, no Revolving Loans maintained as Eurodollar Loans may be incurred, (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 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 (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to 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 then outstanding, equals the Total Revolving Loan Commitment at such time. The Borrower and the Banks acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Atrium Credit Agreement and agree that such Revolving Loans shall not be required continue to be made) by any 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 Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) terms and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (conditions of, and shall not be required to be made) by any Lender in any instance where Revolving Loans under, this Agreement and the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated other Loan AmountDocuments.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a Term Loan Commitment severally agrees to make, at any time (x) on the Restatement Effective Date (in the case of Term Loans other than Delayed-Draw Term Loans) and from time to time (y) on or after before the Initial Borrowing Delayed-Draw Commitment Expiration Date and prior to (in the Revolving Loan Maturity Datecase of Delayed-Draw Term Loans), a revolving term loan or revolving term loans (each, each a “Revolving "Term Loan” " and, collectively, the “Revolving "Term Loans”") to the Borrower, which Revolving Term Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of the fifth day after the Restatement Effective Date and the date on which the initial syndication of the credit facilities provided for in this Agreement is completed, as determined by the Agents (the "Syndication Date"), (iiiii) may be repaid and reborrowed in accordance with if made on the provisions hereofRestatement Effective Date, (iv) shall not be made exceed for any Bank that amount which equals the Term Loan Commitment of such Bank less the Delayed Draw Commitment of such Bank, each as in effect on the Restatement Effective Date (and shall not be required before giving effect to be madeany reduction thereto on such date pursuant to Section 3.03(a)(i) by any Lender in any instance where the incurrence thereof (but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(a)(ii)), and (iii) if made on the use Earnout Payment Date, shall not exceed (A) for any Bank that amount which equals the Delayed-Draw Commitment of such Bank on the Earnout Payment Date (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 such date pursuant to Section 3.03(b)(ii)) and (B) for all Banks the amount of the proceeds thereof Earnout. The Delayed-Draw Term Loans may only be incurred on the date of (the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement"Earnout Payment Date") would cause on which the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (Earnout is paid and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated amount of the Earnout. Once repaid, Term Loans shall incurred hereunder may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to makeexchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, at any time each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and from time to time on or after part of) the Initial Borrowing Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the Revolving Loan Maturity Dateeffectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectivelybut not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Revolving Loans”) to Obligations” under this Agreement and the Borrower, which Revolving other Credit Documents. The Initial Term Loans (i) shall be denominated in the respective Available Currency elected by the BorrowerU.S. Dollars, (ii) shallshall be, 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 Loans, Eurodollar Loans, Euro Denominated Term Loans or Sterling Denominated LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (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 each such Lender in any instance where that aggregate principal amount which did not exceed the incurrence thereof Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (after before giving effect to the use of the proceeds termination thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Section 4.02(a)(i)). Once repaid, Initial Term Loans shall may not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amountreborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank severally agrees (A) to convert, on the Restatement Effective Date, Original Revolving Loans made by such Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date (but after giving effect to the repayment of Original Revolving Loans on such date pursuant to Section 5.05) into a Borrowing of Revolving Loans hereunder (as so converted, together with all revolving loans made pursuant to following clause (B), the "Revolving Loans" and each, a "Revolving Loan") and (B) to make, at any time and from time to time on or and after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, a revolving loan one or revolving loans (each, a “more additional Revolving Loan” and, collectively, the “Revolving Loans”) Loans to the Borrower, all of which Revolving Loans made pursuant to preceding clauses (A) and (B) (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loansprovided that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) 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 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 be made exceed for all 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof of, the respective incurrence of Revolving Loans) at such time and (after giving effect to II) the use aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds thereof on the date of of, and simultaneously with the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreementof, the respective incurrence of Revolving Loans) would cause then outstanding, equals the Aggregate Exposure to exceed lesser of (x) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vy) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Total Revolving Loan AmountCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make, at any time and from time to time on or and after the Initial Borrowing Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, a revolving loan or revolving loans (each, each a “"Revolving Loan” " and, collectively, the “"Revolving Loans”") to the Borrowerrespective Borrowers, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Loans or Eurodollar Loans, Euro Denominated Loans or Sterling Denominated LoansPROVIDED that, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (iv) shall not be made exceed for all 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 shall not be required to be made) by any Lender in any instance where simultaneously with the incurrence thereof of, the respective incurrence of Revolving Loans) at such time and (after giving effect to II) the use aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds thereof on the date of of, and simultaneously with the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreementof, the respective incurrence of Revolving Loans) would cause then outstanding, equals the Aggregate Exposure to exceed lesser of (x) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vy) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan AmountTotal Commitment at such time.