Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers in Dollars or in one or more Alternative Currencies, if any, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the U.S. Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received the proceeds thereof. (d) For the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, (ii) correlated provisions of the civil codes of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican laws.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Funding Date and prior to the Revolving Loan Termination Date, 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 (each individually, a “Revolving Loan” and, collectively, 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) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and relying upon the representations and warranties herein set forth5.02, each Term Lender agrees, severally and not jointly, agrees to make a single term loan (each individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower on the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) U.S. Revolving shall be denominated in Dollars and (ii) shall, at the option of the Borrower and subject to clause (c) below, be incurred and maintained as, and/or converted into, 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 Funding Date, the Term Loan Commitments shall terminate. (c) The Loans made on the Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.09 and subject to the U.S. Borrowers other conditions and limitations therein set forth and set forth in Dollars this Article 2 and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or in one or more Alternative Currencies, if any, at any time and from time to time on and after before the Closing Date until the earlier of one third (3rd) Business Day prior to the Maturity Funding Date, the Loans made on the Funding Date and may be Eurodollar Rate Loans. Revolving Loans made after the termination Funding Date shall be, at the option of the U.S. Revolving Commitment of such Lender Borrower, selected in accordance with the terms hereofSection 2.09, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW Revolving either Floating Rate Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Eurodollar Rate Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received the proceeds thereof. (d) For On the avoidance of doubtMaturity Date, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that Borrower shall repay in full the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles outstanding principal balance of the Civil Code for the States Loans. Each Advance under this Section 2.01 shall consist of Jalisco and Nuevo ▇▇▇▇, Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of the Mexican Republic, (ii) correlated provisions of the civil codes of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawssuch Advance.

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 an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, 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 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers revolving credit loans denominated in Dollars or in one or more Alternative Currencies, if anyCurrencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the U.S. Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective exceeding such ▇▇▇▇▇▇’s Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being metCommitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Initial Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers 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 Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be jointly incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and severally liable maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as borrowers part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for all U.S. Revolving any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans regardless of which U.S. Borrower received the proceeds thereofmay not be reborrowed. (d) For the avoidance Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged such Lender to make such Loan; provided that the rules governing bonds (fianzas) contained in any exercise of such option shall not (i) Articles 2686, 2706, 2715 and related articles affect in any manner the obligation of Borrower to repay such Loan in accordance with the Civil Code for the States terms of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, this Agreement or (ii) correlated provisions of excuse or relieve any Lender from its Commitment to make any such Loan to the civil codes of any other states of the Mexican Republic where the registered corporate domicile extent not so made by such branch or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsAffiliate.

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 an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, 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 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Revolving Commitment agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers revolving credit loans denominated in Dollars or in one or more Alternative Currencies, if anyCurrencies (the “Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date for Revolving Loans of the applicable Tranche and the termination of the U.S. Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW such ▇▇▇▇▇▇’s Revolving Exposure with respect to Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW exceeding such ▇▇▇▇▇▇’s Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being metCommitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow the Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans, all Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly made on a pro rata basis by 2024 Revolving Lenders and severally liable as borrowers for Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans (other than U.S. shall be made on a pro rata basis; provided, that on the Non-Extended Maturity Date, any repayments by the Borrower of any Initial Revolving Loans made by an Initial Revolving Lender may be made on a non-pro rata basis with any 2024 Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly Subject to and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received upon the proceeds thereof. (d) For the avoidance of doubtterms and conditions set forth herein and in Amendment No. 5, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo Additional 2024 Term Loan ▇▇▇▇, ▇▇ agrees to make a 2024 Term Loan to the Borrower in Dollars on the Amendment No. 5 Effective Date in an amount not to exceed the amount of the Mexican Republic, its Additional 2024 Term Loan Commitment and (ii) correlated provisions each Converted Initial Term Loan of each Amendment No. 5 Consenting Term Lender shall be converted into a 2024 Term Loan of such Lender effective as of the civil codes Amendment No. 5 Effective Date in a principal amount equal to the principal amount of any other states such Lender’s Initial Term Loan immediately prior to such conversion (or such lesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent). The 2024 Term Loans shall (x) be incurred by Borrower pursuant to a single drawing on the Amendment No. 5 Effective Date and (y) except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Loans; provided that all 2024 Term Loans comprising the same Borrowing shall at all times be of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will same Type. Once repaid, Term Loans may not be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsreborrowed.

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 an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, 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 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers revolving credit loans denominated in Dollars or in one or more Alternative Currencies, if anyCurrencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the U.S. Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective exceeding such ▇▇▇▇▇▇’s Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being metCommitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Initial Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers 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 Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be jointly incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and severally liable maintained as, and/or converted into one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as borrowers part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for all U.S. Revolving any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans regardless of which U.S. Borrower received the proceeds thereofmay not be reborrowed. (d) For the avoidance Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged such Lender to make such Loan; provided that the rules governing bonds (fianzas) contained in any exercise of such option shall not (i) Articles 2686, 2706, 2715 and related articles affect in any manner the obligation of Borrower to repay such Loan in accordance with the Civil Code for the States terms of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, this Agreement or (ii) correlated provisions of excuse or relieve any Lender from its Commitment to make any such Loan to the civil codes of any other states of the Mexican Republic where the registered corporate domicile extent not so made by such branch or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsAffiliate.

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 an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, 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 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers revolving credit loans denominated in Dollars or in one or more Alternative Currencies, if anyCurrencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the U.S. Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW such Lend▇▇’▇ Revolving Exposure with respect to Initial Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective exceeding such Lend▇▇’▇ Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being metCommitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Initial Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers 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 Incremental Term Loans to Borrower, which Incremental Term Loans (i) shall be jointly incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) [reserved], (iii) shall, except as hereinafter provided, at the option of Borrower, be incurred and severally liable maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as borrowers part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for all U.S. Revolving any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans regardless of which U.S. Borrower received the proceeds thereofmay not be reborrowed. (d) For the avoidance Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged such Lender to make such Loan; provided that the rules governing bonds (fianzas) contained in any exercise of such option shall not (i) Articles 2686, 2706, 2715 and related articles affect in any manner the obligation of Borrower to repay such Loan in accordance with the Civil Code for the States terms of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, this Agreement or (ii) correlated provisions of excuse or relieve any Lender from its Commitment to make any such Loan to the civil codes of any other states of the Mexican Republic where the registered corporate domicile extent not so made by such branch or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsAffiliate.

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 an Initial Term Loan to Borrower in Dollars, which Initial Term Loans (i) shall be incurred by Borrower pursuant to a single drawing on the Closing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or Term SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, 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 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 and relying upon the representations and warranties herein set forth, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers revolving credit loans denominated in Dollars or in one or more Alternative Currencies, if anyCurrencies (the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Initial Maturity Date for Initial Revolving Loans of the applicable Tranche and the termination of the U.S. Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective exceeding such ▇▇▇▇▇▇’s Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being metCommitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans. , all Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly made on a pro rata basis by 2024 Revolving Lenders and severally liable as borrowers for Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans (other than U.S. shall be made on a pro rata basis; provided, that on the Non-Extended Maturity Date, any repayments by the Borrower of any Initial Revolving Loans made by an Initial Revolving Lender may be made on a non-pro rata basis with any 2024 Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly Subject to and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received upon the proceeds thereof. (d) For the avoidance of doubtterms and conditions set forth herein and in Amendment No. 5, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo Additional 2024 Term Loan ▇▇▇▇, ▇▇ agrees to make a 2024 Term Loan to the Borrower in Dollars on the Amendment No. 5 Effective Date in an amount not to exceed the amount of the Mexican Republic, its Additional 2024 Term Loan Commitment and (ii) correlated provisions each Converted Initial Term Loan of each Amendment No. 5 Consenting Term Lender shall be converted into a 2024 Term Loan of such Lender effective as of the civil codes Amendment No. 5 Effective Date in a principal amount equal to the principal amount of any other states such Lender’s Initial Term Loan immediately prior to such conversion (or such lesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent). The 2024 Term Loans shall (x) be incurred by Borrower pursuant to a single drawing on the Amendment No. 5 Effective Date and (y) except as hereinafter provided, at the option of Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Loans; provided that all 2024 Term Loans comprising the same Borrowing shall at all times be of the Mexican Republic where same Type. Once repaid, Term Loans may not be reborrowed. The initial Interest Period with respect to the registered corporate domicile or assets of 2024 Term Loans (the Mexican Credit Parties are or will be located “Initial Interest Period”) shall commence on the Amendment No. 5 Effective Date and (iii) correlated provisions of the Federal Civil Code of the Mexican Republicend on September 30, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican laws2024.

The Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers in Dollars or in one or more Alternative Currencies, if any, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the U.S. Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received the proceeds thereof. (d) For the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo ▇▇▇▇León, of the Mexican Republic, (ii) correlated provisions of the civil codes of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican laws.

The Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forthforth herein, each Lender agreeswith a Term Loan Commitment severally agrees to make, severally and not jointlyon the Initial Borrowing Date, a term loan (each, a "Term Loan" and, collectively, the "Term Loans") to make the Borrower, which Term Loans (i) U.S. Revolving shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Term Loans pursuant to Section 1.06) and (ii) shall be made by each Lender in that initial aggregate principal amount as is equal to the 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 prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Acquisition Loan Commitment severally agrees to make, from time to time, on and after the Initial Borrowing Date, and prior to the Acquisition Facility Expiry Date, a term loan or term loans (each such loan incurred prior to the Acquisition Facility Reduction Date, an "A Acquisition Loan" and any such loan incurred on or after the Acquisition Facility Reduction Date a "B Acquisition Loan" and each such A Acquisition Loan and B Acquisition Loan, an "Acquisition Loan" and, collectively, the "Acquisition Loans") to the Borrower, which Acquisition Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Acquisition Loans comprising the same Borrowing shall at all times be of the same Type and (B) prior to the earlier of (1) the 65th day after the Initial Borrowing Date and (2) the Syndication Date, Acquisition Loans may only be incurred as Eurodollar Loans to the U.S. Borrowers in Dollars extent comprising all or in one part of a single Borrowing of Eurodollar Loans incurred on the first day of a PSD Interest Period, and (ii) shall not exceed for any Lender at the time of incurrence thereof that aggregate principal amount which equals the Acquisition Loan Commitment of such Lender (after giving effect to the assumption of any Acquisition Loan Commitments on such date pursuant to Section 1.14 but before giving effect to any reductions on such date pursuant to Section 3.03(c)(i) and after giving effect to any reductions thereto prior to such date under 3.03(c)(i) and on or more Alternative Currenciesprior to such date pursuant to Section 3.03(c)(ii)). Once repaid, if anyAcquisition Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Closing Initial Borrowing Date until and prior to the RL/AL Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) prior to the earlier of one Business Day prior (1) the 65th day after the Initial Borrowing Date and (2) the Syndication Date, Revolving Loans may only be incurred as Eurodollar Loans to the Maturity Date extent comprising all or part of a single Borrowing of Eurodollar Loans incurred on the first day of a PSD Interest Period, (ii) may be repaid and the termination of the U.S. Revolving Commitment of such Lender reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount (iii) shall not exceed for any Lender at any time outstanding that will not result in aggregate principal amount which, when added to the Availability Conditions not being met product of (x) such Lender's Percentage and (iiy) RoW the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the UK Borrowers amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Available Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in Dollars or in one or more additional Alternative Currencies, if any, its individual capacity agrees to make at any time and from time to time on and after the RoW Effective Initial Borrowing Date until the earlier of one Business Day and prior to the Maturity Date Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and the termination of the RoW Revolving Commitment of such Lender maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the terms provisions hereof, (iii) shall not exceed in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding that will not result in and the Availability Conditions not being met. Within the limits set forth above and subject Letter of Credit Outstandings at such time, an amount equal to the termsTotal Available Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Available Revolving Loan Commitment on such date), conditions (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and limitations set forth herein(v) shall not be extended if the Swingline Lender receives a written notice from any Agent or the Required Lenders that has not been rescinded that there is a Default or an Event of Default in existence hereunder. The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacilityoutstanding Swingline Loans. (be) Subject On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the other provisions Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of this Agreement Revolving Loans (including clause PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (ceach such Borrowing, a "Mandatory Borrowing") that followsshall be made on the immediately succeeding Business Day by all Lenders with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers proceeds thereof shall be jointly and severally liable as borrowers applied directly to the Swingline Lender to repay the Swingline Lender for all Loans (other than U.S. Revolving such outstanding Swingline Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Each such Lender hereby irrevocably agrees to make Revolving Loans regardless of which U.S. Borrower received upon one Business Day's notice pursuant to each Mandatory Borrowing in the proceeds thereof. (d) For amount and in the avoidance of doubt, regarding manner specified in the Mexican Credit Parties’ joint preceding sentence and several liability, it is hereby acknowledged that on the rules governing bonds (fianzas) contained date specified in writing by the Swingline Lender notwithstanding (i) Articles 2686, 2706, 2715 and related articles the amount of the Civil Code Mandatory Borrowing may not comply with the minimum amount for the States of Jalisco and Nuevo ▇▇▇▇, of the Mexican RepublicBorrowings otherwise required hereunder, (ii) correlated provisions of the civil codes of whether any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties conditions specified in Section 6 are or will be located and then satisfied, (iii) correlated provisions whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Federal Civil Code Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the Mexican Republiccommencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. The Swingline Lender shall not apply as be obligated to make any Swingline Loans at a time when a Lender Default exists unless the joint Swingline Lender has entered into arrangements satisfactory to it and several obligation the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsoutstanding Swingline Loans.

The Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers Borrower and to participate in Dollars or in one or more Alternative Currenciesthe issuance (or, if anypursuant to Section 4.02(c), at any time deemed issuance) of Letters of Credit (and the LC Outstandings thereunder) during the period from time to time on and after the Closing Date until the earlier Revolving Credit Termination Date, in an aggregate outstanding amount not to exceed on any day such Lender’s Available Commitment (after giving effect to all Extensions of one Business Day prior Credit to the Maturity Date be made on such day and the termination application of the U.S. proceeds thereof). Within the limits hereinafter set forth, the Borrower may, from the Closing Date until the Revolving Commitment Credit Termination Date, request Extensions of such Lender Credit hereunder, prepay Loans, or reduce or cancel Letters of Credit, and use the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject In the event that any Letters of Credit are outstanding on or after the Revolving Credit Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forth, to participate in all LC Outstandings during the period from the Revolving Credit Termination Date until (and including) the Letter of Credit Expiration Date, in an aggregate outstanding amount not to exceed on any day such Lender’s Percentage of the principal amount outstanding hereunder on such day, it being understood that any cash collateral provided to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) Administrative Agent by or on behalf of the Guaranty Agreement, all Borrowers Borrower pursuant to Section 4.02(d)(i) shall be jointly applied by the Administrative Agent (to the extent that such cash collateral is then held by the Administrative Agent and severally liable as borrowers available for all Loans (other than U.S. Revolving Loanssuch purpose) regardless to reimburse any drawings under such Letters of which Credit in the event that the Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacilityfails to do so pursuant to Section 4.04(a). (c) All U.S. Borrowers Notwithstanding anything in Section 11.01 to the contrary, this Agreement may be amended, pursuant to subsection (d) and/or subsection (e) below, on any single date following the Closing Date and prior to the Revolving Credit Termination Date, to increase the Commitments, at the discretion of the Borrower, pursuant to one or more Accession and Amendment Agreements and/or Increasing Lender Agreements, as applicable, entered into by the Borrower, the Administrative Agent and each Eligible Assignee that shall agree to provide an additional or increased Commitment, without the consent of any other Lender; provided, that (i) the aggregate principal amount of such additional or increased Commitments shall not exceed $50,000,000, (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at the time of such increase, (iii) no Commitment of any Lender shall be jointly increased without the consent of such Lender in its sole discretion, (iv) the representations and severally liable warranties set forth in Section 7.01 of this Agreement shall be true and correct on and as borrowers for all U.S. Revolving Loans regardless of which U.S. the date of such increase, before and after giving effect to such increase, as though made on and as of such date, and (v) the Borrower received shall not have previously caused the proceeds thereofCommitments to be increased pursuant to this Section 2.01(c). (d) For In the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged event that the rules governing bonds Commitments shall be increased at any time following the Closing Date in accordance with subsection (fianzasc) contained above through a post-closing syndication to one or more additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee (“New Lenders”), each New Lender shall execute and deliver to the Administrative Agent an Accession and Amendment Agreement. Upon the execution and delivery of an Accession and Amendment Agreement by a New Lender and the other parties thereto, such New Lender shall automatically become a Lender hereunder with a Commitment equal to the amount set forth opposite its name on the signature pages of such Accession and Amendment Agreement. (e) In the event that any Lender shall agree (in its sole and absolute discretion) to increase its Commitment (ian “Increasing Lender”) Articles 2686at any time following the Closing Date in accordance with subsection (c) above, 2706such Increasing Lender shall execute and deliver to the Administrative Agent an Increasing Lender Agreement. Upon the execution and delivery of an Increasing Lender Agreement by an Increasing Lender and the other parties thereto, 2715 the Commitment of such Increasing Lender shall automatically increase to the amount set forth opposite its name on the signature pages of such Increasing Lender Agreement. (f) The Administrative Agent shall promptly notify the Lenders of each New Lender and related articles Increasing Lender, each New Lender’s and Increasing Lender’s Commitment and the Percentage of each Lender after taking into account the Commitment of each New Lender and Increasing Lender. (g) On the effective date of each Accession and Amendment Agreement and Increasing Lender Agreement, each New Lender and Increasing Lender shall purchase by assignment from the other Lenders (and such other Lenders shall assign to the New Lenders and Increasing Lenders) such portion of the Civil Code for Loans (if any) owing to them as shall be designated by the States of Jalisco Administrative Agent such that, after giving effect to all such purchases and Nuevo ▇▇▇▇assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Percentage of the Mexican Republic, aggregate amount of Loans owing to all Lenders. (iih) correlated provisions In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the civil codes of any other states of principal amount outstanding hereunder to exceed the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsCommitments.

The Commitments. (a) Subject to the terms and conditions set forth herein and relying upon in the representations and warranties herein set forthDIP Financing Orders, each Lender agrees, severally and not jointly, agrees to make to the Borrower the Term Loans denominated in Dollars in up to two (2) advances (i) U.S. Revolving Loans to on or about the U.S. Borrowers in Dollars Effective Date (the Term Loan made on such date, the “Interim Order Term Loan”) and (ii) on or in one or more Alternative Currencies, if any, at any time and from time to time on and after the Closing Final Order Availability Date until (the earlier of one Business Day prior to Term Loan made on such date, the Maturity Date and the termination of the U.S. Revolving Commitment of such Lender “Final Order Term Loan”), in accordance with the terms hereofeach case, in an aggregate principal amount at any time outstanding that will not result to exceed its Commitment; provided, that: (i) the Interim Order Term Loan shall be funded by the Lenders (x) in the Availability Conditions not being met amount set forth under the heading “Interim Order Term Loan Commitments – Interim Order Term Loans” on Schedule 2.01, multiplied by (y) a fraction the numerator of which is the amount approved by the Bankruptcy Court in the Interim DIP Financing Order and the denominator of which is $7,500,000; and (ii) RoW Revolving Loans the Final Order Term Loan shall be funded by the Lenders in accordance with its Commitment as set forth under the heading “Final Order Term Loan Commitments – Final Order Term Loans” on Schedule 2.01 and in an amount up to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and Final Order Availability Amount. (b) The Commitments of the Lenders shall be reduced dollar for dollar immediately after the RoW Effective Date until funding of any Term Loans thereunder and any unused Commitments shall terminate, upon the earlier of one Business Day prior (x) the funding of the Final Order Term Loan and (y) the Commitment Termination Date. Amounts borrowed under Section 2.01(a) and repaid or prepaid may not be reborrowed. (c) Proceeds of the Term Loans, net of payment of any amounts required to be paid to other Persons pursuant to the Maturity Date drawing conditions, shall be deposited in the Controlled Accounts and used solely as permitted herein. (d) Subject to Section 2.11, each Borrowing will be comprised entirely of SOFR Loans as the termination of the RoW Revolving Commitment Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option will not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms hereofof this Agreement, in an aggregate principal amount at any time outstanding that and such Lender will not result be entitled to any amounts payable under Section 3.01 or 3.02 solely in respect of increased costs resulting from, and existing at the Availability Conditions not being met. Within the limits set forth above and subject to the termstime of, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacilitysuch exercise. (be) Subject to the Notwithstanding any other provisions provision of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall the Borrower will not be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Loans) regardless of which Borrower receives entitled to request, or to elect to continue, any Borrowing if the proceeds thereof. For Interest Period requested with respect thereto would end after the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. SubfacilityMaturity Date. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received the proceeds thereof. (d) For the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, (ii) correlated provisions of the civil codes of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican laws.

The Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally and not jointly, to make (i) U.S. Revolving Loans to the U.S. Borrowers Borrower and to participate in Dollars or in one or more Alternative Currenciesthe issuance (or, if anypursuant to Section 4.02(c), at any time deemed issuance) of Letters of Credit (and the LC Outstandings thereunder) during the period from time to time on and after the Closing Date until the earlier Revolving Credit Termination Date, in an aggregate outstanding amount not to exceed on any day such Lender’s Available Commitment (after giving effect to all Extensions of one Business Day prior Credit to the Maturity Date be made on such day and the termination application of the U.S. proceeds thereof). Within the limits hereinafter set forth, the Borrower may, from the Closing Date until the Revolving Commitment Credit Termination Date, request Extensions of such Lender Credit hereunder, prepay Loans, or reduce or cancel Letters of Credit, and use the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject In the event that any Letters of Credit are outstanding on or after the Revolving Credit Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forth, to participate in all LC Outstandings during the period from the Revolving Credit Termination Date until (and including) the Letter of Credit Expiration Date, in an aggregate outstanding amount not to exceed on any day such Lender’s Percentage of the principal amount outstanding hereunder on such day, it being understood that any cash collateral provided to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) Administrative Agent by or on behalf of the Guaranty Agreement, all Borrowers Borrower pursuant to Section 4.02(d)(i) shall be jointly applied by the Administrative Agent (to the extent that such cash collateral is then held by the Administrative Agent and severally liable as borrowers available for all Loans (other than U.S. Revolving Loanssuch purpose) regardless to reimburse any drawings under such Letters of which Credit in the event that the Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacilityfails to do so pursuant to Section 4.04(a). (c) All U.S. Borrowers Notwithstanding anything in Section 11.01 to the contrary, this Agreement may be amended, pursuant to subsection (d) and/or subsection (e) below, on any single date following the Closing Date and prior to the Revolving Credit Termination Date, to increase the Commitments, at the discretion of the Borrower, pursuant to one or more Accession and Amendment Agreements and/or Increasing Lender Agreements, as applicable, entered into by the Borrower, the Administrative Agent and each Eligible Assignee that shall agree to provide an additional or increased Commitment, without the consent of any other Lender; provided, that (i) the aggregate principal amount of such additional or increased Commitments shall not exceed $25,000,000, (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at the time of such increase, (iii) no Commitment of any Lender shall be jointly increased without the consent of such Lender in its sole discretion, (iv) the representations and severally liable warranties set forth in Section 7.01 of this Agreement shall be true and correct on and as borrowers for all U.S. Revolving Loans regardless of which U.S. the date of such increase, before and after giving effect to such increase, as though made on and as of such date, and (v) the Borrower received shall not have previously caused the proceeds thereofCommitments to be increased pursuant to this Section 2.01(c). (d) For In the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged event that the rules governing bonds Commitments shall be increased at any time following the Closing Date in accordance with subsection (fianzasc) contained above through a post-closing syndication to one or more additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee (“New Lenders”), each New Lender shall execute and deliver to the Administrative Agent an Accession and Amendment Agreement. Upon the execution and delivery of an Accession and Amendment Agreement by a New Lender and the other parties thereto, such New Lender shall automatically become a Lender hereunder with a Commitment equal to the amount set forth opposite its name on the signature pages of such Accession and Amendment Agreement. (e) In the event that any Lender shall agree (in its sole and absolute discretion) to increase its Commitment (ian “Increasing Lender”) Articles 2686at any time following the Closing Date in accordance with subsection (c) above, 2706such Increasing Lender shall execute and deliver to the Administrative Agent an Increasing Lender Agreement. Upon the execution and delivery of an Increasing Lender Agreement by an Increasing Lender and the other parties thereto, 2715 the Commitment of such Increasing Lender shall automatically increase to the amount set forth opposite its name on the signature pages of such Increasing Lender Agreement. (f) The Administrative Agent shall promptly notify the Lenders of each New Lender and related articles Increasing Lender, each New Lender’s and Increasing Lender’s Commitment and the Percentage of each Lender after taking into account the Commitment of each New Lender and Increasing Lender. (g) On the effective date of each Accession and Amendment Agreement and Increasing Lender Agreement, each New Lender and Increasing Lender shall purchase by assignment from the other Lenders (and such other Lenders shall assign to the New Lenders and Increasing Lenders) such portion of the Civil Code for Loans (if any) owing to them as shall be designated by the States of Jalisco Administrative Agent such that, after giving effect to all such purchases and Nuevo ▇▇▇▇assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Percentage of the Mexican Republic, aggregate amount of Loans owing to all Lenders. (iih) correlated provisions In no event shall the Borrower be entitled to request or receive any Extensions of Credit that would cause the civil codes of any other states of principal amount outstanding hereunder to exceed the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsCommitments.

The Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make (i) U.S. Revolving Loans to the U.S. Borrowers in Dollars or in one or more Alternative Currencies, if anymake, at any time and from time to time on and or after the Original Closing Date until the earlier of one Business Day and prior to the Maturity Date and the termination of the U.S. Revolving Commitment relevant Class of such Lender Commitments, a revolving loan or revolving loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower (the “Facility”), which Loans: (i) shall be denominated in Dollars, (ii) shall bear interest in accordance with Section 2.07, (iii) may be repaid and reborrowed in accordance with the terms provisions hereof, in an aggregate principal amount and (iv) shall not exceed for any such Lender at any time outstanding that will not result in aggregate principal amount which, when added to the Availability Conditions not being met product of (x) such Lender’s Percentage under the Facility and (iiy) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currenciesaggregate amount of all Letters of Credit Outstanding under the Facility (exclusive of Unpaid Drawings under the Facility which are repaid with the proceeds of, if anyand simultaneously with the incurrence of, the respective incurrence of Loans), at any such time and from time to time on and after equals the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving 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 terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty AgreementNon-Extended Commitment Maturity Date; thereafter, all Borrowers shall Loans made will be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Loans) regardless of which Borrower receives made by the proceeds thereofExtending Lenders in accordance with this Section 2.01. For the avoidance of doubt, no Foreign Subsidiary (x) Loans outstanding under the Original Credit Agreement on the Amendment and Restatement Effective Date shall be liable for deemed to be Loans hereunder made pursuant to this Section 2.01.2.01 and (y) Loans outstanding on the Non-Extended Commitment Maturity Date (after giving effect to any obligations in respect of the U.S. Subfacility. (cmandatory prepayments required pursuant to Section 5.02) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless deemed have been incurred from the Extending Lenders pro rata on the basis of which U.S. Borrower received the proceeds thereoftheir respective Percentages. (d) For the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, (ii) correlated provisions of the civil codes of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican laws.

The Commitments. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forthforth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan to the Borrower, which Initial Term Loans (i) shall be incurred by the Borrower pursuant to a single drawing on the Closing Date, (ii) shall 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 or LIBO Rate Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (before giving effect to the termination thereof pursuant to Section 4.02(d)). Once repaid, Initial Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a Closing Date Revolving Commitment agrees, severally and not jointly, to make revolving credit loans denominated in U.S. Dollars (ithe “Initial Revolving Loans”) U.S. Revolving Loans to the U.S. Borrowers in Dollars or in one or more Alternative Currencies, if anyBorrower, at any time and from time to time on and after the Closing Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for Initial Revolving Loans and the termination of the U.S. Closing Date Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW such Lender’s Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Exposure exceeding such Lender’s Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being metCommitment. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers Borrower may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers 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 Incremental Term Loans to the Borrower, which Incremental Term Loans (i) shall be jointly incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Borrower, be incurred and severally liable maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans; provided that all Incremental Term Loans of a given Tranche made as borrowers part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for all U.S. Revolving any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans regardless of which U.S. Borrower received the proceeds thereofmay not be reborrowed. (d) For the avoidance Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged such Lender to make such Loan; provided that the rules governing bonds (fianzas) contained in any exercise of such option shall not (i) Articles 2686, 2706, 2715 and related articles affect in any manner the obligation of the Civil Code for Borrower to repay such Loan in accordance with the States terms of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, this Agreement or (ii) correlated provisions of excuse or relieve any Lender from its Commitment to make any such Loan to the civil codes of any other states of the Mexican Republic where the registered corporate domicile extent not so made by such branch or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsAffiliate.

The Commitments. (a) Subject to the terms satisfaction of the conditions precedent set forth in Section 4.01 and the conditions of this Section 2.01, the Company agrees to request, and relying upon each Term Lender agrees to make, a Term Loan in the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make (i) U.S. Revolving Loans full amount of such Term Lender's Term Commitment in effect as of the Pre-Funding Borrowing Date to the U.S. Borrowers Company on the Pre-Funding Borrowing Date; provided that the proceeds of such Term Loans shall be deposited into the Pre-Funding Account and held and/or disbursed by the Depositary Bank solely in Dollars or in one or more Alternative Currencies, if any, at any time and from time to time on and after accordance with Section 4.04(b) of the Closing Depositary Agreement. The Company shall notify each Term Lender of the expected Pre-Funding Borrowing Date until the earlier of not less than one Business Day prior thereto by delivering a Borrowing Request to the Maturity Date and the termination of the U.S. Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and Administrative Agent (ii) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currenciesor, if anythe Company intends to borrow Eurodollar Term Loans on such date, at any time and from time to time on and after the RoW Effective Date until the earlier three Business Days prior thereto). Amounts prepaid in respect of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will Term Loans may not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacilitybe reborrowed. (b) Subject to the other provisions terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Company from time to time during the period from and including the Closing Date to but excluding the earlier of this Agreement (including clause (c) that follows) the Commitment Termination Date and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) date of termination of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations Commitments in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received the proceeds thereof. (d) For the avoidance of doubt, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged an aggregate principal amount that the rules governing bonds (fianzas) contained will not result in (i) Articles 2686, 2706, 2715 and related articles of the Civil Code for the States of Jalisco and Nuevo ▇▇▇▇, of the Mexican Republic, such Revolving Lender's Revolving Exposure exceeding such Lender's Revolving Commitment or (ii) correlated provisions the total Revolving Exposures exceeding the total Revolving Commitments; provided that no Revolving Loans shall be made to the Company until such time as Term Loans have been made to the Company in accordance with Section 2.01(a) and the conditions precedent to the disbursement of the civil codes proceeds of any other states of such Term Loans set forth in Section 4.02 have been satisfied or waived in accordance with the Mexican Republic where terms thereof. Within the registered corporate domicile or assets of foregoing limits and subject to the Mexican Credit Parties are or will be located terms and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and thereforeconditions set forth herein, the Mexican Credit Parties waive any right of priority Company may borrow, prepay and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawsreborrow Revolving Loans.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Closing Date and prior to the Revolving Loan Termination Date, 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 (each 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 conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make (i) U.S. reborrow Revolving Loans to the U.S. Borrowers in Dollars or in one or more Alternative Currencies, if any, at any time and from time prior to time 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 “Term Loan” and, collectively, the “Term Loans”) to the Borrower on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the U.S. Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result to exceed such Term Lender's Closing Date Term Loan Commitment, which Term Loans (x) shall be denominated in the Availability Conditions not being met Dollars and (iiy) RoW Revolving Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if anyshall, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination option of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above Borrower and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (cd) that follows) below and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty AgreementSection 4.03, all Borrowers shall be jointly incurred and severally liable as borrowers for all maintained as, and/or converted into, Floating Rate Loans (other than U.S. Revolving or Eurodollar Rate Term Benchmark Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations Amounts repaid or prepaid in respect of the U.S. Subfacility. (c) All U.S. Borrowers Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Closing Date, the Closing Date Term Loan Commitments shall be jointly and severally liable as borrowers for all U.S. Revolving terminate. Upon the funding of the 2021 Incremental Term Loans regardless of which U.S. Borrower received on the proceeds thereof2021 Incremental Effective Date, the 2021 Incremental Term Loan Commitments shall terminate. (d) For [Reserved.] (e) Subject to Section 4.03, Revolving Loans made after the avoidance of doubtClosing Date shall be, regarding at the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles option of the Civil Code for Borrower, selected in accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Term Benchmark Loans. (f) On the States of Jalisco and Nuevo ▇▇▇▇Maturity Date, the Borrower shall repay in full the outstanding principal balance of the Mexican Republic, (ii) correlated provisions Loans. Each Advance under this Section 2.01 shall consist of the civil codes Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawssuch Advance.

The Commitments. (a) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, as applicable, from and including the Closing Date and prior to the Revolving Loan Termination Date, 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 (each such loan, together with any loans made pursuant to a Revolving Loan Increase, Extended Revolving Loans and Refinancing Revolving Loans, a “Revolving Loan”); 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) Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and relying upon the representations and warranties herein set forth5.02, each Closing Date Term Lender agrees, severally and not jointly, agrees to make a single term loan to the Borrower on the Closing Date the principal amount of such Closing Date Term Lender’s Closing Date Term Loan Commitment, which Term Loans (i) U.S. Revolving Loans to the U.S. Borrowers shall be denominated in Dollars or in one or more Alternative Currencies, if anyand (ii) shall, at any time the option of the Borrower and from time subject to time on clause (c) below, be incurred and after maintained as, and/or converted into, ABR Loans or Eurodollar Rate Loans. Upon the funding of the Closing Date until Term Loans on the earlier Closing Date, the Closing Date Term Loan Commitments shall terminate. Amounts repaid or prepaid in respect of one the Term Loans may not be reborrowed. (c) The Loans made on the Closing Date or on or before the third (3rd) Business Day thereafter shall initially be Eurodollar Rate Loans and thereafter may be continued as Eurodollar Rate Loans or converted into ABR Loans in the manner provided in Section 2.09 and subject to the other conditions and limitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided that the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance reasonably satisfactory to the Administrative Agent indemnifying the applicable Lenders for the amounts described in Section 4.04 on or before the third (3rd) Business Day prior to the Maturity Closing Date. Revolving Loans made after the Closing Date and shall be, at the termination option of the U.S. Revolving Commitment of such Lender Borrower, selected in accordance with the terms hereofSection 2.09, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met and (ii) RoW Revolving either ABR Loans to the UK Borrowers in Dollars or in one or more additional Alternative Currencies, if any, at any time and from time to time on and after the RoW Effective Date until the earlier of one Business Day prior to the Maturity Date and the termination of the RoW Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility. (b) Subject to the other provisions of this Agreement (including clause (c) that follows) and the limitations contained in Schedule 1 (Provisions Applicable to Certain Guarantors that are Foreign Subsidiaries) of the Guaranty Agreement, all Borrowers shall be jointly and severally liable as borrowers for all Loans (other than U.S. Revolving Eurodollar Rate Loans) regardless of which Borrower receives the proceeds thereof. For the avoidance of doubt, no Foreign Subsidiary shall be liable for any obligations in respect of the U.S. Subfacility. (c) All U.S. Borrowers shall be jointly and severally liable as borrowers for all U.S. Revolving Loans regardless of which U.S. Borrower received the proceeds thereof. (d) For On the avoidance of doubtMaturity Date, regarding the Mexican Credit Parties’ joint and several liability, it is hereby acknowledged that Borrower shall repay in full the rules governing bonds (fianzas) contained in (i) Articles 2686, 2706, 2715 and related articles outstanding principal balance of the Civil Code for the States Loans. Each Advance under this ‎Section 2.01 shall consist of Jalisco and Nuevo ▇▇▇▇, Loans made by each applicable Lender ratably in proportion to such Lender’s respective Pro Rata Share of the Mexican Republic, (ii) correlated provisions of the civil codes of any other states of the Mexican Republic where the registered corporate domicile or assets of the Mexican Credit Parties are or will be located and (iii) correlated provisions of the Federal Civil Code of the Mexican Republic, shall not apply as the joint and several obligation of the Mexican Credit Parties is not a bond (fianza), and therefore, the Mexican Credit Parties waive any right of priority and excursion (beneficios de orden y excusión) that they could have in their favor under Mexican lawssuch Advance.