Common use of The Commitments Clause in Contracts

The Commitments. (a) On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Party agreesTermination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), severally which Loans (i) shall bear interest in accordance with its Commitment PercentageSection 2.06, (ii) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment Party that is of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not a Defaulting Commitment Party, exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the Company, as a result of any breach of its obligations hereunderaggregate exceed the Dollar Maximum Amount. (b) On Loans disbursed to indirectly fund installments and subject delivery payments to the terms and conditions hereof, including entry Yard in respect of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations Vessel 2 together with 50% of the Commitment Parties Loans disbursed to purchase such Unsubscribed Units as described in this Section 2.2(b) fund payments of the Hermes Premium hereunder shall be herein referred to as the “Rights Offering Backstop CommitmentTranche B Loans”.

The Commitments. (a) On Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and subject 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 hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (set forth in accordance with its Commitment Percentage) and not jointlythis Agreement, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant make revolving loans to the Rights Offering, and duly purchase all Rights Offering Units issuable Borrower from time to it pursuant to such exercisetime, in accordance with 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 Rights Offering Procedures “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 Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderRevolving Loan Termination Date. (b) On Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, 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 the Funding Date the principal amount of such Term Lender’s Term Loan Commitment, which Term Loans (i) 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 terms other conditions and conditions hereoflimitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided, including entry 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 before the third (3rd) Business Day prior to the Funding Date, the Loans made on the Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Funding Date shall be, at the option of the Confirmation OrderBorrower, each Commitment Party agrees, severally (selected in accordance with its Commitment PercentageSection 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (d) and not jointlyOn the Maturity Date, to purchase (or cause certain the Borrower shall repay in full the outstanding principal balance of its and its affiliates’ managed funds and/or accounts to purchase), and the Company Loans. Each Advance under this Section 2.01 shall sell consist of Loans made by each applicable Lender ratably in proportion to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment PartyLender’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment respective Pro Rata Share of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Advance.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the BCA Approval Ordersame Type, each Commitment Party agrees, severally (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Borrowing Base or Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bd) On Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(p) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Sections 2.01(a) or (ii) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment at such time. It is understood and agreed that, subject to the terms and conditions hereofrequirements set forth above, including entry of Agent Advances may be made by the Confirmation Order, each Commitment Party agrees, severally (Administrative Agent in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided and that in the Borrower shall have no event shall such rounding reduce right to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties Lenders pursuant to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”2.04.

The Commitments. (a) On the terms and subject to the terms and applicable conditions hereofhereinafter set forth, including entry including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisePeriod, in accordance with each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Rights Offering Procedures and the Plan; provided that any Defaulting Total Revolving Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder.at such time; (b) On each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and (d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, settlement of the purchase of one or more additional Collateral Loans or distributions to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)Parent. The obligations proceeds of the Commitment Parties to purchase any such Unsubscribed Units as described in this Section 2.2(b) Term Loan borrowings shall be referred retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to as the “Rights Offering Backstop Commitment”any other purpose.

The Commitments. (a) The Revolving Credit Commitments. (i) On the terms and subject to the terms and conditions hereofcontained in this Agreement, including entry each Revolving Credit Lender severally agrees to make loans in Dollars (each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Restatement Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Revolving Credit Lender not to exceed such Lender’s Revolving Credit Commitment; provided, however, that at no time shall (A) any Revolving Credit Lender be obligated to make a Revolving Loan in excess of such Revolving Credit Lender’s Ratable Portion of the BCA Approval OrderMaximum Revolving Credit and (B) the amount of the Revolving Credit Outstandings plus the Term Outstandings exceed the Maximum Credit. Within the limits of the Revolving Credit Commitment of each Lender, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, amounts of Loans repaid may be reborrowed under this Section 2.1(a)(i). All Existing Revolving Loans shall be deemed to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) have been made pursuant to the Rights Offeringhereto, and duly purchase from and after the Restatement Effective Date, all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party Existing Revolving Loans shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, continue as a result of any breach of its obligations Revolving Loans hereunder. (bii) On and subject Subject to the terms limitations set forth below (and conditions hereof, including entry of notwithstanding anything to the Confirmation Order, each Commitment Party agrees, severally (contrary in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 4.2), the Administrative Agent is authorized by the Borrower and the Company shall sell Lenders, from time to such Commitment Party (or such managed funds or accounts), on time in the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment PartyAdministrative Agent’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (but shall have absolutely no obligation), to make Revolving Loans to the Borrower, on behalf of all Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that in no event shall such rounding reduce the aggregate commitment amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the Administrative Agent may require the Lenders to fund their risk participations described in Section 2.1(a)(iii). (iii) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving Credit Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Protective Advance.

The Commitments. Subject to the terms and conditions set forth herein (including Section 2.08(f)): (a) On each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender severally agrees to make Term Loans in Dollars to the Borrower on the Effective Date (and, in connection with an increase of the Term Commitment in accordance with Section 2.08(e), from time to time thereafter) in an aggregate principal amount that will not result in (i) the aggregate principal amount of Term Loans held by such Term Lender exceeding such Term Lender’s Term Commitment, (ii) the aggregate principal amount of all Term Loans held by all Term Lenders exceeding the aggregate Term Commitments or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry the Borrower may borrow, prepay and reborrow Syndicated Loans. The Borrower may not reborrow any portion of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party Term Loan that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderprepaid. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Dollar Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure with respect to such Borrower exceeding such Lender’s Dollar Subcommitment with respect to such Borrower, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments or (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower; and (b) each Multicurrency Lender severally agrees to make Multicurrency Loans to each Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure with respect to such Borrower exceeding such Lender’s Multicurrency Subcommitment with respect to such Borrower, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, (iii) the total Covered Debt Amount of such Borrower exceeding the Borrowing Base then in effect for such Borrower, (iv) the aggregate amount of the Revolving Multicurrency Credit Exposure of all of the Lenders denominated in a Foreign Currency exceeding 50% of the total Commitments hereunder or (v) the aggregate amount of the Revolving Multicurrency Credit Exposure of all of the Lenders denominated in AUD and NZD exceeding 20% of the total Commitments hereunder. Within the foregoing limits and subject to the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Commitment Party agreesBorrower may borrow, severally (in accordance with its Commitment Percentage) prepay and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant reborrow Loans made to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderBorrower. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Term B-1 Loan Commitment severally agrees to make a Term B-1 Loan or Term B-1 Loans to the Borrower, which Term B-1 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 BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term B-1 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 Term B-1 Loan Commitment Party agrees, severally of such Lender on the Closing Date (in accordance with its Commitment Percentage) and not jointly, before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the termination thereof pursuant to the Rights OfferingSection 4.02(a)). Once repaid or prepaid, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term B-1 Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Term B-2 Loan Commitment severally agrees to make a Term B-2 Loan or Term B-2 Loans to the Borrower, which Term B-2 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 Confirmation OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally (and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 2.10(b), all Term B-2 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 Company shall sell to Term B-2 Loan Commitment of such Commitment Party (or such managed funds or accounts), Lender on the Closing Date for (before giving effect to the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal termination thereof pursuant to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment PartiesSection 4.02(a)). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall Once repaid or prepaid, Term B-2 Loans may not be referred to as the “Rights Offering Backstop Commitment”reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank severally agrees, at any time and from time to time on and after the Effective Date and prior to the Expiry Date, upon the request of a Borrower, to make loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to such Borrower, which Loans (i) shall, at the option of such Borrower, be Base Rate Loans, IBOR Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Loans comprising the same Borrowing shall at all times be of the BCA Approval Ordersame Type, each Commitment Party agrees, severally (in accordance with its Commitment Percentageii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any Bank at any time outstanding, when added to such Bank's Percentage of all then outstanding Swingline Loans, that aggregate principal amount which equals the Commitment of such Bank at such time and (iv) shall not exceed in the Plan; aggregate for any Borrower at any time that amount which, when added to all Swingline Loans made by such Borrower which remain outstanding, equals such Borrower's Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank may, in its sole discretion, agree to make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to a Borrower, which Swingline Loans (i) shall, at the option of the respective Borrower, be made and maintained as Base Rate Loans or IBOR Loans, provided that notwithstanding anything to the contrary in Section 1.09 or elsewhere in this Agreement, only Interest Periods of one day shall be available in the case of Swingline Loans maintained as IBOR Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding at such time, an amount equal to the Total Commitment at such time (after giving effect to any reductions to the Total Commitment on such date), (iv) shall not exceed for any Borrower in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding to such Borrower at such time, such Borrower's Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make any Swingline Loan to any Borrower after it has received written notice from such Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing with respect to such Borrower until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default no longer exists. (c) On any Business Day and in any case within five Business Days of the making of any such Swingline Loan (provided that any Defaulting Commitment Party failure to give such notice within such five Business Day period shall not effect the obligation of the respective Borrower or any other Bank to accept such notice and fund the Revolving Loan or Revolving Loans referred to below), the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be liable funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 9) PRO RATA based on each such Bank's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9) and the proceeds thereof shall be remitted to the Swingline Bank and applied by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Senior Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum borrowing amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 5, (iii) any Default or Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment Party at such time. In the event that is any Mandatory Borrowing cannot a Defaulting Commitment Partyfor any reason be made on the date otherwise required above (including, and the Companywithout limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any breach Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of its obligations hereunder. the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received by the Swingline Bank from the respective Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (b) On and subject determined before giving effect to any termination of the Commitments pursuant to the terms and conditions hereof, including entry last paragraph of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 9), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely purchasing Bank shall be required to avoid fractional units as pay the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce Swingline Bank interest on the aggregate commitment of such Commitment Parties). The obligations principal amount of the Commitment Parties participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to purchase but excluding the date of payment for such Unsubscribed Units participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Borrowing Date or, in the case of the Reset Amendment Date Lenders that are Term Lenders, on the Reset Amendment Closing Date, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. (c) Within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. (d) Each Revolving Lender severally agrees, on the last day of the BCA Approval Order, each Commitment Party agrees, severally Reinvestment Period (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to except if the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, Reinvestment Period terminates as a result of any breach of its obligations hereunder. clause (b) On or (d) of the definition thereof) to make a Revolving Loan (and subject the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the terms and conditions hereof, including entry of extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall deposit the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment proceeds of such Commitment Parties). The obligations of Loans in the Commitment Parties to purchase Future Funding Reserve Account such Unsubscribed Units as described that the amounts on deposit in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans 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 BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans 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 Commitment Party agreesLender severally agrees to make, severally (in accordance with its Commitment Percentage) at any time and not jointly, from time to fully exercise (time on or cause certain of its after the Closing Date and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant prior to the Rights OfferingRevolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to the Borrower, which Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the Borrower, be incurred and duly purchase maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Rights Offering Units issuable to it pursuant to such exerciseRevolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(c), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05) in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the Plan; provided proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Defaulting Commitment Party shall Mandatory RL Borrowing cannot for any reason be liable to each Senior Commitment Party that is not a Defaulting Commitment Partymade on the date otherwise required above (including, and the Companywithout limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of its obligations hereunderthe 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 RL 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (be) On If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14(b) (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and subject there shall be no adjustment to the terms and conditions hereof, including entry participations in such Swingline Loans as a result of the Confirmation Orderoccurrence of such Revolving Loan Maturity Date); provided that, each Commitment Party agrees, severally if on the occurrence of the Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Company Extended Revolving Loan Commitments and such Swingline Loans shall sell not be so required to such Commitment Party (or such managed funds or accounts), be repaid in full on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Revolving Loan Maturity Date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Lender with an Initial Term Loan Commitment Party agreesseverally agrees to make an Initial Term Loan to Borrower, severally which Initial Term Loans (in accordance with its Commitment Percentagei) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) shall be incurred by Borrower pursuant to a single drawing on the Rights OfferingClosing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and duly purchase all Rights Offering Units issuable to it pursuant to such exercisemaintained as, in accordance with the Rights Offering Procedures and the Planand/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO RateTerm Benchmark Term Loans; provided that any Defaulting Commitment Party all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be liable 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 each Senior Commitment Party that is the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) 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 Term Loans or LIBO RateTerm Benchmark Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the Confirmation Ordersame Borrowing shall at all times consist of Incremental Term Loans of the same Type, each and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party agreesof 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, severally Incremental Term Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentage) and to make any such Loan to the extent not jointly, to purchase (so made by such branch or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Affiliate.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a B Term Loan Commitment severally agrees to make a B Term Loan or B Term Loans to the U.S. Borrower, which B Term Loans (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereinafter provided, shall, at the option of the BCA Approval OrderU.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding C Term Loans and Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.03(a)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a C Term Loan Commitment Party agreesseverally agrees to make a C Term Loan or C Term Loans to the Canadian Borrower, severally which C Term Loans (i) shall be incurred by the Canadian Borrower pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in accordance U.S. Dollars, (iii) except as hereinafter provided, interest thereon shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all C Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, C Term Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with its Commitment Percentage) all outstanding B Term Loans and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights Revolving Loans that are issued maintained as LIBO Rate Loans, are subject to it an Interest Period of one month which begins and ends on the same day (or with the first such managed funds or accountsInterest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the C Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof pursuant to Section 4.03(b)). Once repaid, C Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the Rights Offeringterms and conditions set forth herein, and duly purchase all Rights Offering Units issuable (i) each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to it make a term loan (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans (i) shall be incurred pursuant to such exercisea single drawing on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars or, if the Incremental Term Loan Borrower is the Canadian Borrower and so elects in accordance with the Rights Offering Procedures terms of Section 2.15, Canadian Dollars, (iii) in the case of Incremental Term Loans denominated in U.S. Dollars, shall, except as hereinafter provided, at the option of the Incremental Term Loan Borrower for such Tranche, be incurred and the Plan; maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all such Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) in the case of Incremental Term Loans denominated in Canadian Dollars, interest thereon shall, except as hereafter provided, at the option of the Canadian Borrower, be accrued at the Canadian Prime Rate or B/A Discount Rate plus the margins described in Section 2.08 and (v) shall not exceed for any Defaulting such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 4.03(d)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each U.S. Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) to the U.S. Borrower, which U.S. Borrower Revolving Loans (i) shall be liable denominated in U.S. Dollars, (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all U.S. Borrower Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, U.S. Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and Canadian Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date), (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual U.S. RL Exposure of such U.S. Borrower RL Lender to exceed the amount of its U.S. Borrower Revolving Loan Commitment at such time, and (v) shall not be made (and shall not be required to be made) by any U.S. Borrower RL Lender if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect. (e) Subject to and upon the terms and conditions set forth herein, each Senior Commitment Party that is not Canadian Borrower RL Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a Defaulting Commitment Partyrevolving loan or revolving loans (each, a “Canadian Borrower Revolving Loan” and, collectively, the “Canadian Borrower Revolving Loans” and, together with the U.S. Borrower Revolving Loans, collectively, the “Revolving Loans” and each, a “Revolving Loan”) to the Canadian Borrower, which Canadian Borrower Revolving Loans (i) shall be made and maintained in the respective Available Currency elected by the Canadian Borrower; (ii) except as hereafter provided, shall, at the option of the Canadian Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings (with the following Types of Loans specified in clauses (w) and (x) available only in the case of Canadian Borrower Revolving Loans denominated in U.S. Dollars, and the Companyfollowing Types of Loans specified in clauses (y) and (z) available only in the case of Canadian Borrower Revolving Loans denominated in Canadian Dollars) of (w) Base Rate Loans, (x) LIBO Rate Loans, (y) Canadian Prime Rate Loans, or (z) (i) in the case of a B/A Lender, the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.17 hereto or (ii) in a case of a Non-B/A Lender, the creation and purchase of completed Drafts in Canadian Dollars and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.17 hereto, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Canadian Borrower Revolving Loans made as part of the same Borrowing shall at all times consist of Canadian Borrower Revolving Loans of the same Type, and (B) unless the Administrative Agent otherwise agrees in its sole discretion or the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, (x) Canadian Borrower Revolving Loans may be incurred and maintained as, and/or converted into, LIBO Rate Loans only so long as all such outstanding LIBO Rate Loans, together with all outstanding Term Loans and U.S. Borrower Revolving Loans that are maintained as LIBO Rate Loans, are subject to an Interest Period of one month which begins and ends on the same day (with the first such Interest Period to begin no earlier than three Business Days and no later than 5 Business Days following the Initial Borrowing Date) and (y) Canadian Borrower Revolving Loans may be incurred and maintained as and/or converted into, Bankers’ Acceptance Loans only so long as such outstanding Bankers’ Acceptance Loans have a term to maturity of 30 days; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Canadian Borrower RL Exposure of such Canadian Borrower RL Lender to exceed the amount of its Canadian Borrower Revolving Loan Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Canadian Borrower RL Lender if the making of same would cause the Aggregate Canadian Borrower RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Canadian Borrower Revolving Loan Commitment as then in effect. (f) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the U.S. Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the Aggregate U.S. RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total U.S. Borrower Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(f), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the U.S. Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (g) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the U.S. Borrower RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of U.S. Borrower Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of U.S. Borrower Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory U.S. RL Borrowing”) shall be made on the immediately succeeding Business Day by all U.S. Borrower RL Lenders pro rata based on each such U.S. Borrower RL Lender’s U.S. Borrower RL Percentage (determined before giving effect to any termination of the U.S. Borrower Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each U.S. Borrower RL Lender hereby irrevocably agrees to make U.S. Borrower Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory U.S. RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. RL Borrowing, and (v) the amount of the Total U.S. Borrower Revolving Loan Commitment at such time. In the event that any Mandatory U.S. RL Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofU.S. Borrower), including entry then each U.S. Borrower RL Lender hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory U.S. RL Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received from the U.S. Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the U.S. Borrower RL Lenders to share in such Swingline Loans ratably based upon their respective U.S. Borrower RL Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Revolving Loan Commitments pursuant to purchasethe last paragraph of Section 11), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to 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 Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.time any pu

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Lender with an Initial Term Loan Commitment Party agreesseverally agrees to make an Initial Term Loan to Borrower, severally which Initial Term Loans (in accordance with its Commitment Percentagei) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) shall be incurred by Borrower pursuant to a single drawing on the Rights OfferingClosing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and duly purchase all Rights Offering Units issuable to it pursuant to such exercisemaintained as, in accordance with the Rights Offering Procedures and the Planand/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that any Defaulting Commitment Party all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be liable 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 each Senior Commitment Party that is the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) 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 Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the Confirmation Ordersame Borrowing shall at all times consist of Incremental Term Loans of the same Type, each and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party agreesof 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, severally Incremental Term Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentage) and to make any such Loan to the extent not jointly, to purchase (so made by such branch or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Affiliate.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry 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 RateTerm SOFR Loans; provided that all Initial Term Loans comprising the same Borrowing shall at all times be of the BCA Approval Ordersame 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 Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (or cause certain the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant one Business Day prior to the Rights Offering, Initial Maturity Date for Initial Revolving Loans and duly purchase all Rights Offering Units issuable to it pursuant to the termination of the Closing Date Revolving Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the Planterms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) 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 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 maintained as, and/or converted into one or more Borrowings of Base Rate Loans or LIBO RateTerm SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any Defaulting Commitment Party exercise of such option shall be liable not (i) affect in any manner the obligation of Borrower to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentage) and to make any such Loan to the extent not jointly, to purchase (so made by such branch or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Affiliate.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan”) to the Borrower, which Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in U.S. Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) if the making of same would cause the RL Exposure (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) to exceed the Total Revolving Loan Commitment as then in effect and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory RL Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage and the Plan; provided proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory RL Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory RL Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory RL Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Defaulting Commitment Party shall Mandatory RL Borrowing cannot for any reason be liable to each Senior Commitment Party that is not a Defaulting Commitment Partymade on the date otherwise required above (including, and the Companywithout limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory RL Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of its obligations hereunderthe 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 RL 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bd) On If the Revolving Loan Maturity Date shall have occurred at a time when Revolving Loan Commitments extended pursuant to Section 2.14 (such Commitments, the “Extended Revolving Loan Commitments”) are in effect, then on the Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and subject there shall be no adjustment to the terms and conditions hereof, including entry participations in such Swingline Loans as a result of the Confirmation Orderoccurrence of such Revolving Loan Maturity Date); provided that, each Commitment Party agrees, severally if on the occurrence of the Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocations of Letter of Credit participations as contemplated in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Company Extended Revolving Loan Commitments and such Swingline Loans shall sell not be so required to such Commitment Party (or such managed funds or accounts), be repaid in full on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Revolving Loan Maturity Date.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) [reserved]; andeach Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the First Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.

The Commitments. (a) On and subject Subject to the terms and conditions hereofset forth herein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including entry as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the BCA Approval OrderLead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment Party agrees, severally of such Lender on the First Restatement Effective Date (in accordance with its Commitment Percentage) and not jointly, before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the termination thereof pursuant to the Rights OfferingSection 4.02(a)(i)). Once repaid, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Initial Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the Confirmation Ordersame Borrowing shall at all times consist of Incremental Term Loans of the same Type, each and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party agreesof 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, severally Incremental Term Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentageto make any such Loan to the extent not so made by such branch or Affiliate. (i) Subject to and not jointlyupon the terms and conditions set forth herein and in Amendment No. 1, each Lender with a 2021 Incremental Term Loan Commitment severally agrees to purchase make a 2021 Incremental Term Loan to the Borrowers, which 2021 Incremental Term Loans (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred incurred pursuant to a single drawing on the Amendment No. 1 Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans; provided that except as otherwise specifically provided in Section 2.10(b), all 2021 Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall not exceed for any such 2021 Incremental Term Loan Lender at any time of any incurrence thereof, the 2021 Incremental Term Loan Commitment of such 2021 Incremental Term Loan Lender on the Amendment No. 1 Effective Date (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (ii) On December 31, 2021 (after giving effect to the mandatory payment of Initial Term Loans (other than 2021 Incremental Term Loans) pursuant to Section 5.02(a) on the last Business Day of December 2021), all 2021 Incremental Term Loans outstanding at such time shall be automatically, without any action or consent of any party to this Agreement, converted into Initial Term Loans (the date of such conversion, the “Rights Offering Backstop Commitment2021 Incremental Term Loans Conversion Date”), shall constitute part of, and be added to, the Initial Term Loans (including as to maturity) outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date and the Initial Term Loans and 2021 Incremental Term Loans shall collectively comprise a single fungible Tranche of Term Loans. On the 2021 Incremental Term Loans Conversion Date, notwithstanding anything to the contrary set forth in Section 2.09, 2021 Incremental Term Loans shall be added to (and form part of) each Borrowing of Initial Term Loans outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding such Incremental Term Loans on and after the 2021 Incremental Term Loans Conversion Date participates in each outstanding Borrowing of Initial Term Loans (after giving effect to the conversion of 2021 Incremental Term Loans pursuant to this Section 2.01(d)) on a pro rata basis.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with (x) a Term B-1 Loan Commitment severally agrees to make Term B-1 Loans to the Borrower, and (y) a Term B-2 Term Loan Commitment severally agrees to make Term B-2 Loans to the Borrower, in each case 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 BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment Party agrees, severally of such Lender on the Closing Date (in accordance with its Commitment Percentage) and not jointly, before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the termination thereof pursuant to the Rights OfferingSection 4.02(a)). Once repaid or prepaid, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Initial Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with an Incremental Term Loan Commitment Party agreesfrom time to time for a given Tranche of Incremental Term Loans severally agrees to make term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Term Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred incurred by the Borrower 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 “Rights Offering Backstop Commitment”.option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry 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 BCA Approval Ordersame 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 Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (or cause certain the “Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant one Business Day prior to the Rights Offering, Maturity Date for Revolving Loans of the applicable Tranche and duly purchase all Rights Offering Units issuable to it pursuant to the termination of the Revolving Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures and terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Revolving Loans exceeding such ▇▇▇▇▇▇’s Revolving Commitment. Within the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On limits set forth above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Revolving Loans. Prior to the Initial Maturity Date for Initial Revolving Loans, all Revolving Loans shall be made on a pro rata basis by 2024 Revolving Lenders and Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans 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. (c) Subject to and upon the terms and conditions hereofset forth herein and in Amendment No. 5, including entry (i) the 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 its Additional 2024 Term Loan Commitment and (ii) 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 Confirmation Order, each Commitment Party agrees, severally (Amendment No. 5 Effective Date in accordance with its Commitment Percentage) and not jointly, a principal amount equal to purchase (or cause certain the principal amount of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell such Lender’s Initial Term Loan immediately prior to such Commitment Party conversion (or such managed funds or accountslesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to . The 2024 Term Loans shall (x) such Commitment Party’s Commitment Percentage multiplied be incurred by Borrower pursuant to a single drawing on the Amendment No. 5 Effective Date and (y) except as hereinafter provided, at the aggregate number option of Unsubscribed UnitsBorrower, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Loans; provided that in no event all 2024 Term Loans comprising the same Borrowing shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations at all times be of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall same Type. Once repaid, Term Loans may not be referred to as the “Rights Offering Backstop Commitment”reborrowed.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) each Term Lender severally agrees to make or continue a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans, which revolving loans shall be made and maintained in Dollars (each a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) to the U.S. Borrower, and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period, to make a revolving loan or revolving loans to the respective Alternate Currency Revolving Loan Borrower(s) under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan “ and, collectively, the “Alternate Currency Revolving Loans “) (with the revolving loans made to the various Borrowers pursuant to this Section 2.01 being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Revolving Loans: (i) shall, in the case of Dollar Revolving Loans, at the option of the BCA Approval OrderU.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the same Type, (ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained in the respective Alternate Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that all Canadian Revolving Loans shall, at the option of the respective Canadian Revolving Loan Borrower, be made by each Canadian Lender with a Canadian Dollar Revolving Loan Sub-Commitment Party agrees, severally either by means of (x) Canadian Prime Rate Loans in accordance with its Commitment PercentageCanadian Dollars or (y) the creation and not jointly, to fully exercise discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (or cause certain the terms and conditions of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offeringwhich shall be deemed incorporated by reference into this Agreement), and duly purchase all Rights Offering Units issuable provided, further, that only the Canadian Revolving Loan Borrowers shall be entitled to it pursuant obtain Revolving Loans in Canadian Dollars, the Canadian Revolving Loan Borrowers shall only be entitled to such exerciseobtain Revolving Loans in Canadian Dollars, and the U.S. Subsidiary Borrower shall only be entitled to obtain Euro Revolving Loans, (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, (A) the Plan; provided that Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time, or (B) the Aggregate Individual Alternate Currency Credit Exposure of all Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment Sub-Limit relating to such Alternate Currency Revolving Loan Sub-Tranche, (v) shall not, in the case of all Revolving Loans, be made at any Defaulting time if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment Party at such time, (vi) shall not, in the case of Dollar Revolving Loans, be liable made at any time if, at the time of making any such Dollar Revolving Loan and after giving effect thereto, (A) the Aggregate U.S. Revolving Exposure exceeds the Total U.S. Revolving Loan Sub-Commitment at such time or (B) subject to each Senior Section 2.08(b), for any Lender, such Lender’s Dollar Percentage of the Aggregate U.S. Revolving Exposure exceeds the U.S. Revolving Loan Sub-Commitment Party that of such Lender at such time, (vii) shall not, in the case of all Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed (A) $300,000,000, so long as the Leverage Ratio is not a Defaulting Commitment Partyequal to or greater than 7.00:1:00, and (B) $600,000,000, so long as such Leverage Ratio is less than 7.00:1:00, plus, in each case, any amounts under Additional Revolving Loan Commitments (as determined pursuant to Section 2.16(b)); provided, however, that, except as set forth in Section 5.02(a)(iii), the Company, as a result limitations contained in this clause (vii) shall apply only at the time of any breach of its obligations hereunder. (b) On Credit Event and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce limitations require any Borrower to prepay any Revolving Loan for which the aggregate commitment conditions contained in this clause (vii) were satisfied at the time such Revolving Loan was incurred, and provided, further, that for purposes of calculating the Leverage Ratio pursuant to this clause (vii) the Leverage Ratio shall be computed for the most recently ended Test Period (calculated on a Pro Forma Basis as if the date of the Credit Event were the Determination Date, and after giving effect to the applications of proceeds of such Credit Event (but only to the extent that such procceds are applied within thirty (30) days of the date of such Credit Event)), and (viii) shall not, in the case of Alternate Currency Revolving Loans, be made at any time, if after giving effect thereto, the Aggregate Alternate Currency Revolving Credit Exposure would exceed the Maximum Alternative Currency Revolving Loan Sub-Commitment Parties)at such time. The Notwithstanding the foregoing, in the event a Lender Default exists, the Canadian Lenders shall not be required to make Canadian Revolving Loans unless the Canadian Lenders have entered into arrangements satisfactory to them and the U.S. Borrower to eliminate the Canadian Lenders’ risk with respect to the participation arrangements set forth in Section 2.17 of the Defaulting Lender or Lenders, which may include cash collateralizing such Defaulting Lender’s or Lenders’ RL Percentage of the outstanding Canadian Revolving Loans. All Canadian Revolving Loans shall constitute the several, and not joint or joint and several, obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Canadian Revolving Loan Borrowers.

The Commitments. (a) On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Revolving Lender's Revolving Commitment and (ii) as to all Revolving Lenders, the Total Revolving Commitment at such time; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a "Term Loan") on the Closing Date, in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender's Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Each such borrowing of a Revolving Loan on any single day is referred to herein as a "Revolving Borrowing"; and each such borrowing of a Term Loan on the Closing Date is referred to herein as a "Term Borrowing". Revolving Borrowing and Term Borrowing are referred to herein collectively as "Fundings". Within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the BCA Approval Order, each Commitment Party agrees, severally Reinvestment Period (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to except if the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, Reinvestment Period terminates as a result of any breach of its obligations hereunder. clause (b) On or (d) of the definition thereof) to make a Revolving Loan (and subject the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the "Future Funding Reserve Loan"), but only to the terms and conditions hereof, including entry extent that its Percentage Share of the Confirmation Order, each Commitment Party agrees, severally (in accordance with Unfunded Amount does not exceed its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and Undrawn Commitment. The Borrower shall deposit the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment proceeds of such Commitment Parties)Loans in the Future Funding Reserve Account such that the amounts on deposit in the Future Funding Reserve Account equal the Unfunded Amount. The obligations Notwithstanding any provision herein to the contrary, no Revolving Lender shall be required to make any Revolving Loans after the end of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Period.

The Commitments. (a) On and subject Subject to the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Commitment Party agreesLender agrees to make (i) Initial Loans to the Borrower on the Initial Closing Date, severally (in accordance with its Commitment Percentage) and not jointly, the proceeds of which shall be used solely to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) purchase Target Shares tendered pursuant to the Rights Offering, Tender Offer and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, pay fees and expenses in accordance connection with the Rights Offering Procedures Transactions and (ii) Loans at any time and from time to time (but not more than two times) after the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Initial Closing Date until and including the Availability Termination Date to provide funding for the applicable aggregate Per Unit Purchase Priceadditional consideration, the number of Unsubscribed Units equal fees and expenses that are then payable or are reasonably expected to be payable in connection with (x) such Commitment Party’s Commitment Percentage multiplied by the purchase of any Target Shares tendered during any subsequent offering period pursuant to the Acquisition Documents (if applicable) and (y) the aggregate number consummation of Unsubscribed Unitsthe Merger (it being understood that the remaining Commitments may be drawn in full on or before the Availability Termination Date to provide funding for the above described additional consideration, rounded among fees and expenses whether or not such amounts are then due and payable); provided, that after giving effect to each such Loan: (a) (i) with respect to 3-Year Tranche Loans, the outstanding principal amount of such 3-Year Tranche Loan made by each 3-Year Tranche Lender would not exceed such Lender’s 3-Year Tranche Commitment Parties solely in effect immediately prior to avoid fractional units as making such 3-Year Tranche Loan , (ii) with respect to 5-Year A Tranche Loans, the Requisite outstanding principal amount of such 5-Year A Tranche Loan made by each 5-Year A Tranche Lender would not exceed such Lender’s 5-Year A Tranche Commitment Parties may determine in their sole discretion effect immediately prior to making such 5-Year A Tranche Loan and (provided that iii) with respect to 5-Year B Tranche Loans, the outstanding principal amount of such 5-Year B Tranche Loan made by each 5-Year B Tranche Lender would not exceed such Lender’s 5-Year B Tranche Commitment in no event shall effect immediately prior to making such rounding reduce 5-Year B Tranche Loan and (b) the aggregate commitment principal amount of all such Loans then outstanding would not exceed the Total Commitment Parties)in effect immediately prior to making such Loans. The obligations of the Commitment Parties to purchase such Unsubscribed Units as described All Loans shall be denominated in dollars. Any amount borrowed under this Section 2.2(b) shall 2.01 and subsequently repaid or prepaid may not be referred to as the “Rights Offering Backstop Commitment”reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry 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 BCA Approval Ordersame 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 Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (or cause certain the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant one Business Day prior to the Rights Offering, Initial Maturity Date for Initial Revolving Loans of the applicable Tranche and duly purchase all Rights Offering Units issuable to it pursuant to the termination of the Closing Date Revolving Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures and terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On limits set forth above and subject to the terms, conditions and limitations set forth herein, 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 shall be made on a pro rata basis by 2024 Revolving Lenders and Initial Revolving Lenders in accordance with their respective Revolving Commitments; and all repayments under the Revolving Loans 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. (c) Subject to and upon the terms and conditions hereofset forth herein and in Amendment No. 5, including entry (i) the 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 its Additional 2024 Term Loan Commitment and (ii) 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 Confirmation Order, each Commitment Party agrees, severally (Amendment No. 5 Effective Date in accordance with its Commitment Percentage) and not jointly, a principal amount equal to purchase (or cause certain the principal amount of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell such Lender’s Initial Term Loan immediately prior to such Commitment Party conversion (or such managed funds or accountslesser amount notified to such Amendment No. 5 Consenting Term Lender by the Administrative Agent), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to . The 2024 Term Loans shall (x) such Commitment Party’s Commitment Percentage multiplied be incurred by Borrower pursuant to a single drawing on the Amendment No. 5 Effective Date and (y) except as hereinafter provided, at the aggregate number option of Unsubscribed UnitsBorrower, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Loans; provided that in no event all 2024 Term Loans comprising the same Borrowing shall such rounding reduce at all times be of the aggregate commitment of such Commitment Parties)same Type. Once repaid, Term Loans may not be reborrowed. The obligations of initial Interest Period with respect to the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b2024 Term Loans (the “Initial Interest Period”) shall be referred to as commence on the “Rights Offering Backstop Commitment”Amendment No. 5 Effective Date and end on September 30, 2024.

The Commitments. (a) On the terms and subject to the terms and applicable conditions hereofhereinafter set forth, including entry including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisePeriod, in accordance with each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Rights Offering Procedures and the Plan; provided that any Defaulting Total Revolving Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder.at such time; (b) On each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date until the Term Commitment Termination Date (if applicable), in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and (d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, settlement of the purchase of one or more additional Collateral Loans or distributions to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)Parent. The obligations proceeds of the Commitment Parties to purchase any such Unsubscribed Units as described in this Section 2.2(b) Term Loan borrowings shall be referred retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to as the “Rights Offering Backstop Commitment”any other purpose.

The Commitments. (a) On Subject to the terms and conditions set forth in this Agreement, each Lender severally (and not jointly) agrees, during the Availability Period (i) to make, Convert and Continue Dollar Loans to the Company as the Company may request, and (ii) to make and Continue Foreign Currency Loans to the Company or any Foreign Borrower as the Company or such Foreign Borrower may request; provided, however, that in each case: (A) for any Lender, the sum of (1) the aggregate LC Exposure of such Lender, (2) the aggregate principal amount of all Dollar Loans made by such Lender, and (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall not exceed such Lender’s Commitment at any time, (B) the sum of (1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders, (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders, and (4) the aggregate principal amount of all Competitive Loans made by all Lenders, shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Committed Loans may be Borrowed, prepaid and reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate Loan or a Base Rate Loan to a Dollar LIBOR Loan upon request, subject to the terms and conditions hereofof this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, including entry of the BCA Approval Order, each Commitment Party agrees, severally (a Foreign Currency Loan to a Dollar Loan or a Loan in one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall be made in accordance with its Commitment Percentage) and not jointly, Section 2.03. The available Commitments also may be utilized by the Company to fully exercise (or cause certain obtain Letters of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, Credit in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderSection 2.11. (b) On Committed Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, such Lender’s Committed Loans may be evidenced by one or more Committed Loan Notes, instead of or in addition to loan accounts. (Each such Lender may endorse on the schedules annexed to its Committed Loan Note the date, amount and subject maturity of its Committed Loans and payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the amount of such Committed Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Credit Party to pay any amount owing with respect to the terms and conditions hereof, including entry of Committed Loans. (c) Unless the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), Administrative Agent and the Company Requisite Lenders otherwise consent, Loans with no more than 15 different Interest Periods shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date be outstanding at any one time; provided that for the applicable aggregate Per Unit Purchase Pricepurposes of this sentence only, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event “Loans” shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in mean all Loans outstanding under this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Agreement.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Bank with an A Term Loan Commitment Party agreesseverally agrees to make, severally on the Restatement Effective Date, a term loan (in accordance with its Commitment Percentageeach, an "A Term Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06) and (ii) shall not jointlyexceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank on such date (before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or any reductions thereto on such managed funds or accounts) date pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable Section 2.03(b)(i) but after giving effect to it any reductions thereto on or prior to such date pursuant to such exerciseSection 2.03(b)(ii)). Once repaid, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall A Term Loans incurred hereunder may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with a B Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, at any time and from time to time after the Restatement Effective Date and prior to the Acquisition Loan Termination Date, a loan or loans (each an "Acquisition Loan" and, collectively, the "Acquisition Loans") to the Borrower, which Acquisition Loans (i) shall, at the option of the Confirmation OrderBorrower, each be Base Rate Loans or Eurodollar Loans; provided that (x) 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 (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment Party agreesof such Bank at such time after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(d)(ii)). Once repaid, severally (Acquisition Loans incurred may be reborrowed prior to the Acquisition Loan Termination Date in accordance with its the provisions hereof. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment Percentage) severally agrees at any time and not jointlyfrom time to time after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to purchase make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or cause certain Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b) all Revolving Loans comprising the same Borrowing shall at all times be of its the same Type and its affiliates’ managed funds and/or accounts (y) no Eurodollar Loans may be incurred prior to purchase)the Syndication Termination Date except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number product of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Bank's Percentage multiplied by and (y) the aggregate number amount of Unsubscribed Unitsall Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, rounded among and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase Bank at such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”time.

The Commitments. (a) On and subject Subject to the terms and conditions hereof, including entry set forth in Section 10, (1) each of the BCA Approval Order, each Commitment Party agreesParties, severally (in accordance with its Commitment Percentage) and not jointly, agrees to fully exercise (or cause certain of its subscribe for, in accordance with Section 1(d)(1), and its affiliates’ managed funds and/or accounts purchase, in accordance with Section 1(g), the Rights Offering Equity Interests allocated to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to Commitment Party in the Rights Offering, in each case at the aggregate purchase price therefor based upon the Per Equity Interest Price; and (2) each of the Backstop Parties, severally and duly purchase all Rights Offering Units issuable not jointly, agrees to it pursuant to such exercisepurchase, in accordance with Section 1(g), its Backstop Commitment Percentage of the Rights Offering Procedures and Unsubscribed Equity Interests at the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and aggregate purchase price therefor based upon the Company, as a result of any breach of its obligations hereunderPer Equity Interest Price. (b) On As consideration for the Backstop Commitments and the other undertakings of the Backstop Parties herein, the Company will pay to the Backstop Parties, in the aggregate, on the Effective Date, a nonrefundable aggregate premium in an amount equal to ten percent (10%) of the Rights Offering Amount (the “ Backstop Commitment Premium”), which Backstop Commitment Premium shall be deemed fully earned by the Backstop Parties and nonrefundable and nonavoidable upon the execution of this Agreement, in the form of New Equity Interests (issued or distributed at the Per Equity Interest Price) and which Backstop Commitment Premium shall be allocated among the Backstop Parties pro rata based on each Backstop Party’s Backstop Commitment Percentage; provided that, if the Effective Date does not occur, then the Backstop Commitment Premium shall be payable in the form of the Termination Payment, in cash, to the extent provided in Section 13(e). Each Backstop Party may, in its sole discretion, designate any of its Qualified Affiliates to receive some or all of its portion of the Backstop Commitment Premium. The Backstop Commitment Premium shall, subject to the terms and conditions hereof, including entry of the Confirmation OrderBackstop Commitment Agreement Order (as defined below), each Commitment Party agrees, severally (in accordance with its Commitment Percentageconstitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and not jointly507 of the Bankruptcy Code, with the priority provided by Section 503(b)(1) of the Bankruptcy Code. For purposes of this Agreement, “Backstop Commitment Agreement Order” means an order of the Bankruptcy Court that (a) authorizes the Debtors to purchase enter into and perform under this Agreement, including all exhibits and other attachments hereto, pursuant to Section 363 of the Bankruptcy Code, (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseb) authorizes the Backstop Commitment Premium, the Transaction Expenses (as defined below), the Termination Payment Amount and the Company shall sell to such indemnification provisions contained in this Agreement and (c) provides that the Backstop Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase PricePremium, the number Transaction Expenses, the Termination Payment Amount and the indemnification provisions contained herein shall constitute allowed administrative expenses of Unsubscribed Units equal to (xthe Debtors’ estates under Sections 503(b) such and 507 of the Bankruptcy Code and shall be payable by the Debtors as provided in this Agreement without further order of the Bankruptcy Cou rt. The Backstop Commitment Party’s Commitment Percentage multiplied Premium, the Transaction Expenses, the Termination Payment Amount and the indemnification provided herein are integral parts of the transactions contemplated by (y) the aggregate number of Unsubscribed Unitsthis Agreement and, rounded among without these provisions, the Commitment Parties solely would not have entered into this Agreement. For purposes of this Agreement, “ Qualified Affiliate” means, with respect to avoid fractional units any Backstop Party or Commitment Party, as applicable, any investment fund, account or other investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party or Commitment Party, as applicable, or if such Backstop Party or Commitment Party is an investment fund, account or other investment vehicle, the Requisite Person that controls, manages, advises or sub-advises such Backstop Party or Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units Party, as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”applicable.

The Commitments. (a) On the terms and subject to the terms applicable conditions hereinafter set forth, including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Amendment and conditions hereof, including entry Restatement Date through the end of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisePeriod, in accordance with each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such ▇▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Rights Offering Procedures Total Revolving Commitment at such time; provided that, it is expressly acknowledged and agreed that, as of the Amendment and Restatement Date, no Lenders are Revolving Lenders and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and Revolving Commitments in the Company, as a result of any breach of its obligations hereunder.aggregate equal zero; (b) On each Term Lender severally agrees to make term loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Amendment and Restatement Date through the end of the Commitment Period, in each case in an aggregate initial principal amount for all such made (and to be made) Term Loans up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; (c) within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed; and (d) within such limits and subject to the other terms and conditions of this Agreement, the Borrower shall be permitted to borrow Term Loans in advance of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, settlement of the purchase of one or more additional Collateral Loans or distributions to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)Parent. The obligations proceeds of the Commitment Parties to purchase any such Unsubscribed Units as described in this Section 2.2(b) Term Loan borrowings shall be referred retained in the Collection Account as Principal Proceeds pending such purchase or distribution and will not be applied to as the “Rights Offering Backstop Commitment”any other purpose.

The Commitments. (a) On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such L▇▇▇▇▇’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; provided that the Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.13; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time; provided that the Eligible Currency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.13. Within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the BCA Approval Order, each Commitment Party agrees, severally Reinvestment Period (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to except if the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, Reinvestment Period terminates as a result of any breach of its obligations hereunder. clause (b) On or (d) of the definition thereof) to make a Revolving Loan (and subject the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Exposure Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the terms and conditions hereof, including entry of extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall deposit the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment proceeds of such Commitment Parties). The obligations of Loans in the Commitment Parties to purchase Future Funding Reserve Account such Unsubscribed Units as described that the amounts on deposit in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Future Funding Reserve Account equal the Exposure Amount.

The Commitments. (a) On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III: (a) each Revolving Lender severally agrees to make loans to the Borrower (each, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the end of the Commitment Period, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Lender’s Revolving Commitment and (ii) as to all Lenders, the Total Revolving Commitment at such time; and (b) each Term Lender severally agrees to make loans to the Borrower (each, a “Term Loan”) on the Initial Borrowing Date in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Within such limits and subject to the other terms and conditions hereofof this Agreement, including entry the Borrower may borrow (and re-borrow) Revolving Loans under this Section 2.1 and prepay Revolving Loans under Section 2.7. Term Loans, once repaid, may not be reborrowed. Each Revolving Lender severally agrees, on the last day of the BCA Approval Order, each Commitment Party agrees, severally Reinvestment Period (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to except if the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, Reinvestment Period terminates as a result of any breach of its obligations hereunder. clause (b) On or (d) of the definition thereof) to make a Revolving Loan (and subject the Borrower hereby directs that such Revolving Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Revolving Loan is made (such Revolving Loan, the “Future Funding Reserve Loan”), but only to the terms and conditions hereof, including entry of extent that its Percentage Share does not exceed its Undrawn Commitment. The Borrower shall deposit the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment proceeds of such Commitment Parties). The obligations of Loans in the Commitment Parties to purchase Future Funding Reserve Account such Unsubscribed Units as described that the amounts on deposit in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Future Funding Reserve Account equal the Unfunded Amount.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on and after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be made and maintained in Dollars, (ii) shall, at the option of the BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that, 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, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not exceed for any Lender at the time of the making of any such Revolving Loans, and after giving effect thereto, that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Lender and (II) the product of (A) such Lender's Percentage and (B) the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, the Commitment of such Lender at such time, (v) shall not exceed for all Lenders at any time outstanding that principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender (x) 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 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 outstanding Swingline Loans, and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the Plan; provided proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Defaulting Commitment Party shall Mandatory Borrowing cannot for any reason be liable to each Senior Commitment Party that is not a Defaulting Commitment Partymade on the date otherwise required above (including, and the Companywithout limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each Lender hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Commitments pursuant to purchasethe last paragraph of Section 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to 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 Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing Lender shall be referred 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 the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Syndicated Loans in Dollars to the Borrower from time to time during such Dollar Lender’s Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect exceeding the aggregate Dollar Commitments at such time, (iii) the sum of the aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving Exposure exceeding the aggregate Commitments at such time, or (iv) the sum of the Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect; and (b) each Multicurrency Lender severally agrees to make Syndicated Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect exceeding the aggregate Multicurrency Commitments at such time, (iii) the sum of the aggregate Revolving Credit Exposure of all of the Lenders with Commitments then in effect plus the Net Revolving Exposure exceeding the aggregate Commitments at such time or (iv) the sum of the Covered Debt Amount plus the Net Revolving Exposure exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Priceset forth herein, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed UnitsBorrower may borrow, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”prepay and reborrow Syndicated Loans.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Revolving Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Revolving Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Revolving Dollar Lenders exceeding the Revolving Dollar Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Dollar Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Dollar Lenders and the 2028 Revolving Dollar Lenders; (b) each Revolving Multicurrency Lender severally agrees to make Revolving Multicurrency Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure exceeding such Revolving Lender’s Revolving Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Revolving Multicurrency Lenders exceeding the Revolving Multicurrency Commitments at such time, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that prior to the 2027 Revolving Multicurrency Commitment Termination Date, such Revolving Loans will be made on a pro rata basis as between the 2027 Revolving Multicurrency Lenders and the 2028 Revolving Multicurrency Lenders; (c) [reserved]; and (d) the Borrower may reallocate all or a portion of any Lender’s 2027 Revolving Dollar Commitments to 2027 Revolving Multicurrency Commitments, all or a portion of any Lender’s 2027 Revolving Multicurrency Commitments to 2027 Revolving Dollar Commitments, all or a portion of any Lender’s 2028 Revolving Dollar Commitments to 2028 Revolving Multicurrency Commitments or all or a portion of any Lender’s 2028 Revolving Multicurrency Commitments to 2028 Revolving Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation may not be made during the five (5) Business Days prior to (x) the 2027 Revolving Commitment Termination Date or 2028 Revolving Commitment Termination Date, as applicable, or (y) any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c). Upon such reallocation, (i) the specified amount of such Lender’s applicable Revolving Dollar Commitments or Revolving Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Revolving Multicurrency Commitments or Revolving Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Revolving Dollar Loans and/or Revolving Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Revolving Dollar Loans and Revolving Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans 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 BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally (in accordance with its Commitment Percentage) and not jointlyand/or converted into, to fully exercise (one or cause certain more Borrowings of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (Base Rate Term Loans or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the PlanLIBO Rate Term Loans; provided that any Defaulting Commitment Party all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be liable 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 each Senior Commitment Party that is the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Confirmation OrderBorrower, each be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party agreesof 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, severally Incremental Term Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth in accordance with its Commitment PercentageAmendment No. 1, (i) and the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on the Amendment No. 1 Effective Date in an amount not jointly, to purchase (or cause certain exceed the amount of its Additional Term B Loan Commitment and its affiliates’ managed funds and/or accounts (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to purchase), and the Company shall sell principal amount of such Lender’s Converted Initial Term Loan immediately prior to such Commitment Party (or such managed funds or accounts)conversion. Once repaid, on Term B Loans may not be reborrowed. The Term B Loans shall initially take the Closing Date for the applicable aggregate Per Unit Purchase Price, the number form of Unsubscribed Units equal to two Borrowings as follows: (x) a LIBO Rate Borrowing in the aggregate amount of $505,000,000 with an Interest Period expiring on May 2, 2017 for a LIBO Rate of 1.00% per annum for such Commitment Party’s Commitment Percentage multiplied by Interest Period and (y) a LIBO Rate Borrowing in the aggregate number amount of Unsubscribed Units$1,740,000,000 with an Interest Period expiring on May 2, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall 2017 for a LIBO Rate of 1.039% per annum for such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Interest Period.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Commitment Party agreesExisting A Term Loan Bank severally agrees to continue, severally (in accordance with its Commitment Percentage) and not jointlyon the Third Restatement Effective Date, the Existing A Term Loans made by such Existing A Term Loan Bank to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the Borrower pursuant to the Rights OfferingSecond Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing A Term Loans continued as provided above, the "A Term Loans"), which A Term Loans: (i) except as hereafter provided, shall, at the option of the Borrower, be continued and duly purchase maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Rights Offering Units issuable to it pursuant to such exerciseA Term Loans made as part of the same Borrowing shall at all times consist of A Term Loans of the same Type; and (ii) shall not exceed for any Existing A Term Loan Bank, in accordance with initial principal amount, that amount which equals the Rights Offering Procedures aggregate outstanding principal amount of the Existing A Term Loans, if any, made by such Existing A Term Loan Bank and outstanding on the Plan; provided that any Defaulting Commitment Party shall Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, A Term Loans incurred hereunder may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Existing B Term Loan Bank severally agrees to continue, on the Third Restatement Effective Date, the Existing B Term Loans made by such Existing B Term Loan Bank to the Borrower pursuant to the Second Amended and Restated Credit Agreement and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) (such Existing B Term Loans continued as provided above, the "B Term Loans"), which B Term Loans: (i) except as hereafter provided, shall, at the option of the Confirmation OrderBorrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all B Term Loans made as part of the same Borrowing shall at all times consist of B Term Loans of the same Type; and (ii) shall not exceed for any Existing B Term Loan Bank, in initial principal amount, that amount which equals the aggregate outstanding principal amount of the Existing B Term Loans, if any, made by such Existing B Term Loan Bank and outstanding on the Third Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule I hereto. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a C Term Loan Commitment Party agreesseverally agrees to make, on the Third Restatement Effective Date, a term loan (each, a "C Term Loan" and, collectively, the "C Term Loans") to the Borrower, which C Term Loans (i) except as hereafter provided, shall, at the option of the Borrower, be continued and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all C Term Loans made as part of the same Borrowing shall at all times consist of C Term Loans of the same Type and (y) no C Term Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except to the extent incurred on the Initial Eurodollar Loan Borrowing Date and then only so long as any such Eurodollar Loans have an Interest Period of one month (or such shorter period as may be acceptable to the Borrower and the Banks with outstanding C Term Loans) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the C Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)). Once repaid, C Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with an Acquisition Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a loan or loans (each, 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 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 (ii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Acquisition Loan Commitment of such Bank at such time (after giving effect to any reductions thereto on or prior to such date pursuant to Section 2.03(c)(ii)). Once repaid, Acquisition Loans incurred hereunder may not be reborrowed. (e) Subject to and upon the terms and conditions set forth herein, each Bank with an A Revolving Loan Commitment severally agrees at any time and from time to time after the Third Restatement Effective Date and prior to the A Revolving Loan Maturity Date, to make a loan or loans (each, an "A Revolving Loan" and, collectively, the "A Revolving Loans") to the Borrower, which A Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.10(b), all A Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number product of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Bank's A RL Percentage multiplied by and (y) the aggregate number amount of Unsubscribed Unitsall A Letter of Credit Outstandings (exclusive of A Unpaid Drawings which are repaid with the proceeds of, rounded among and simultaneously with the incurrence of, the respective incurrence of A Revolving Loans), equals the Available A Revolving Loan Commitment Parties solely of such Bank at such time. (f) Subject to avoid fractional units as and upon the Requisite terms and conditions set forth herein, each Bank with a B Revolving Loan Commitment Parties may determine in their sole discretion severally agrees at any time and from time to time on and after the Third Restatement Effective Date and prior to the B Revolving Loan Maturity Date, to make a loan or loans (each, a "B Revolving Loan" and, collectively, the "B Revolving Loans") to the Borrower, which B Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all B Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no event B Revolving Loans may be incurred as Eurodollar Loans prior to the Syndication Termination Date, except that Eurodollar Loans may be incurred on the Initial Eurodollar Loan Borrowing Date so long as any Eurodollar Loans incurred on such date have an Interest Period equal to one month (or such shorter period as may be acceptable to the Borrower and the Banks with a B Revolving Loan Commitment), (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such rounding reduce Bank's B RL Percentage and (y) the aggregate commitment amount of all B Letter of Credit Outstandings (exclusive of B Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of B Revolving Loans), equals the B Revolving Loan Commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase Bank at such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”time.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to the Borrowers, which Initial Term Loans (i) shall be incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the BCA Approval OrderLead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment Party agrees, severally of such Lender on the Closing Date (in accordance with its Commitment Percentage) and not jointly, before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the termination thereof pursuant to the Rights OfferingSection 4.02(a)). Once repaid, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party Initial Term Loans may not be reborrowed. All Borrowers shall be jointly and severally liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and as borrowers for all Term Loans regardless of which Borrower receives the Company, as a result of any breach of its obligations hereunderproceeds thereof. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with an Incremental Term Loan Commitment Party agreesfrom time to time severally agrees to make term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Term Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred 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 “Rights Offering Backstop Commitment”option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time after the Closing Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Agent and the other Borrowers, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BCA Approval OrderBorrower Agent, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, ABR Loans or BSBY Rate Loans; provided that, except as otherwise specifically provided in this Agreement, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the Plan; provided that incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Defaulting Commitment Party shall be liable amounts theretofore outstanding pursuant to each Senior Commitment Party that is not a Defaulting Commitment Party, and this Agreement) would cause the Company, as a result Individual Exposure of any breach such Lender to exceed the amount of its obligations hereunder. Revolving Loan Commitment at such time and (bv) On shall not be made (and subject shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the terms and conditions hereof, including entry use of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), proceeds thereof on the Closing Date for date of the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (x) such Commitment Party’s Commitment Percentage multiplied by (yA) the aggregate number of Unsubscribed Units, rounded among Aggregate Exposure to exceed the Total Revolving Loan Commitment Parties solely as then in effect or (B) the Aggregate Exposure to avoid fractional units as exceed the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall Borrowing Base at such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”time.

The Commitments. (ai) On and subject Subject to the terms and conditions hereof, including entry of set forth herein and in the BCA Approval OrderAmendment and Restatement Agreement No. 1, each Commitment Party agrees, Rollover Initial Term Lender severally (in accordance with agreed to exchange its Commitment Percentage) and not jointly, to fully exercise (or cause certain Exchanged Term Loans for a like principal amount of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to Initial Term Loans on the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject First Restatement Effective Date. Subject to the terms and conditions hereofset forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agreed to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers prepaid the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers paid to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including entry of as modified by the Confirmation OrderAmendment and Restatement Agreement No. 1, each Commitment Party agreesit being understood that the Initial Term Loans (and all principal, severally (interest and other amounts in accordance with its Commitment Percentagerespect thereof) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), will constitute “Obligations” under this Agreement and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)other Credit Documents. The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bInitial Term Loans (i) shall be referred denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or Term SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment of such Lender on the First Restatement Effective Date (before giving effect to as the “Rights Offering Backstop Commitment”termination thereof pursuant to Section 4.02(a)(i)). Once repaid, Initial Term Loans may not be reborrowed. (ii) Subject to the terms and conditions set forth herein and in Amendment No. 3, each Rollover Term B-2 Lender severally agrees to exchange its 2024 Exchanged Term Loans for a like principal amount of Term B-2 Loans on the Amendment No. 3 Effective Date. Subject to the terms and conditions set forth herein and in Amendment No. 3, each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan (which shall be considered an increase to (and part of) the Term B-2 Loans) to the Lead Borrower on the Amendment No. 3 Effective Date in the principal amount equal to its Additional Term B-2 Commitment on the Amendment No. 3

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Commitment severally agrees, at any time and from time to time on and after the Effective Date and prior to the 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 BCA Approval OrderBorrower, each Commitment Party agreesbe Base Rate Loans or Eurodollar Loans, severally provided that 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, (in accordance with its Commitment Percentageii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Plan; Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Commitment at such time (after giving effect to any reductions to the Adjusted Total Commitment on such date) and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders with a Commitment (without giving effect to any termination thereof pursuant to the last paragraph of Section 10) pro rata based on each Lender's Adjusted Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Senior Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment Party or the Adjusted Total Commitment at such time. In the event that is any Mandatory Borrowing cannot a Defaulting Commitment Partyfor any reason be made on the date otherwise required above (including, and the Companywithout limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each such Lender hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Commitments pursuant to purchasethe last paragraph of Section 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing Lender shall be referred required to pay BTCo 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 the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On Subject to the terms and conditions set forth herein, each Lender agrees to make loans (each such loan, a "Revolving Loan") to the Borrower from -------------- time to time on any Business Day during the Availability Period in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure (after giving effect to such Revolving Loans) exceeding such Lender's Commitment or (ii) the sum of the Revolving Credit Exposures of all Lenders exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) prepay and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrow Revolving Loans. (b) On and subject Subject to the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Commitment Party Lender agrees, severally (in accordance with its Commitment Percentage) so long as no Default or Event of Default has occurred and not jointlyis continuing, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), consolidate on the Closing Term Loan Conversion Date for all of such Lender's Revolving Loans that are outstanding on the applicable aggregate Per Unit Purchase PriceTerm Loan Conversion Date (after giving effect to any payment or prepayment of such Loans made by the Borrower on such date) into a single loan (each such loan, the number of Unsubscribed Units equal a "Term Loan") in an amount not --------- to (x) such Commitment Party’s Commitment Percentage multiplied by (y) exceed the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment principal amount of such Commitment Parties)Revolving Loans. The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) Revolving Loans that are consolidated into a Term Loan shall be referred to as the “Rights Offering Backstop Commitment”deemed paid. Term Loans which are repaid or prepaid may not be reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry 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 BCA Approval Ordersame 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 Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (or cause certain the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant one Business Day prior to the Rights Offering, Initial Maturity Date for Initial Revolving Loans and duly purchase all Rights Offering Units issuable to it pursuant to the termination of the Closing Date Revolving Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lend▇▇’▇ Revolving Exposure with respect to Initial Revolving Loans exceeding such Lend▇▇’▇ Closing Date Revolving Commitment. Within the limits set forth above and subject to the Planterms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) 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 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 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 part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any Defaulting Commitment Party exercise of such option shall be liable not (i) affect in any manner the obligation of Borrower to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentage) and to make any such Loan to the extent not jointly, to purchase (so made by such branch or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Affiliate.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Lender with an Initial Term Loan Commitment Party agreesseverally agrees to make an Initial Term Loan to Borrower, severally which Initial Term Loans (in accordance with its Commitment Percentagei) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) shall be incurred by Borrower pursuant to a single drawing on the Rights OfferingClosing Date, (ii) shall, except as hereinafter provided, at the option of Borrower, be incurred and duly purchase all Rights Offering Units issuable to it pursuant to such exercisemaintained as, in accordance with the Rights Offering Procedures and the Planand/or converted into, one or more Borrowings of Base Rate Term Loans or Term Benchmark Term Loans; provided that any Defaulting Commitment Party all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be liable 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 each Senior Commitment Party that is the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with an Incremental Term Loan Commitment Party agreesfrom time to time severally agrees to make term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Term Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Term Loans”) to Borrower, which Incremental Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the “Rights Offering Backstop Commitment”option of Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or Term Benchmark Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein and in Amendment No. 2, each Rollover Original Term Lender severally agrees to exchange its Exchanged Original Term Loans for a like principal amount of Term B Loans on the Amendment No. 2

The Commitments. Subject to the terms and conditions set forth herein (including Section 2.07(f)): (a) On each Dollar Lender agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender agrees to make a Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect, provided that such Term Loans may be effected by book entry to the extent such Term Loans were extended to the Borrower under the Existing Credit Agreement and have not been repaid. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an A Term Loan Commitment severally agrees to make a term loan or term loans (each, an “A Term Loan” and, collectively, the “A Term Loans”) to the U.S. Borrower, which A Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the BCA Approval OrderU.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all A 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 an aggregate principal amount which does not exceed the A Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment Party agreesseverally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the U.S. Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all B 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 an aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the 2017 Revolving Loan Maturity Date, (in accordance with its Commitment Percentagex) a revolving loan or revolving loans to the U.S. Borrower (each, a “U.S. Borrower Revolving Loan” and, collectively, the “U.S. Borrower Revolving Loans”) and not jointly(y) a revolving loan or revolving loans to any Canadian Borrower (each, to fully exercise (or cause certain a “Canadian Borrower Revolving Loan” and, together with the U.S. Borrower Revolving Loans, the “Revolving Loans”). As of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise2014 Revolving Loan Commitment Extension Effective Date, in accordance with and upon the Rights Offering Procedures conditions set forth in the Sixth Amendment, (A) the Revolving Loan Commitment (as defined herein immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of each Lender outstanding on such date shall be continued hereunder and reclassified as a 2016 Revolving Loan Commitment in the same amount as outstanding immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date and (B) (x) the 2016 Revolving Loan Commitment of each 2016 Revolving Lender described in clause (b) of the definition of “2016 Revolving Lender” shall be continued hereunder on such date as 2016 Revolving Loan Commitments in an amount as set forth on Schedule A of the Sixth Amendment and (y) the 2016 Revolving Loan Commitment of each 2017 Revolving Lender outstanding on such date shall be continued hereunder and be reclassified as a 2017 Revolving Loan Commitment on such date in an amount as set forth on Schedule A of the Sixth Amendment. Such Revolving Loans: (i) shall be made and maintained in an Available Currency; (ii) except as hereafter provided, shall, at the option of the applicable Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of (x) Base Rate Loans, Canadian Prime Rate Loans, LIBOR Loans or Canadian CDOR Rate Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans made as part of the same Borrowing shall at all times consist of Revolving Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any such Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Individual Exposure of a RL Lender to exceed the amount of its Revolving Loan Commitment at such time, (x) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (y) the Aggregate Canadian Borrower Exposure to exceed $275,000,000 or (z) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000. With respect to 2016 Revolving Lenders, on the 2016 Revolving Loan Maturity Date, all outstanding 2016 Revolving Loans shall be repaid in full. With respect to 2017 Revolving Lenders, on the 2017 Revolving Loan Maturity Date, all outstanding 2017 Revolving Loans shall be repaid in full. For the avoidance of doubt, on and after the 2014 Revolving Loan Commitment Extension Effective Date and prior to the 2016 Revolving Loan Maturity Date, all borrowings of Revolving Loans under this Section 2.01(c) shall be made pro rata between the 2016 Revolving Loan Commitments and the Plan2017 Revolving Loan Commitments. Any Revolving Loans outstanding on the 2014 Revolving Loan Commitment Extension Effective Date shall be continued as Revolving Loans hereunder; provided that (x) the Revolving Loans of each 2016 Revolving Lender will be continued as “2016 Revolving Loans” hereunder and (y) the Revolving Loans of each 2017 Revolving Lender will be reclassified as 2017 Revolving Loans hereunder. The Revolving Loans (as defined in this Agreement as in effect immediately prior to the 2014 Revolving Loan Commitment Extension Effective Date) of any Defaulting Revolving Lender having both a 2016 Revolving Loan Commitment Party and a 2017 Revolving Loan Commitment shall be liable so reclassified as 2016 Revolving Loans and 2017 Revolving Loans, respectively, in proportion to the relative amounts of such Revolving Lender’s 2016 Revolving Loan Commitment and 2017 Revolving Loan Commitment, respectively. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, (x) a swingline loan or swingline loans to the U.S. Borrower (each, a “U.S. Borrower Swingline Loan” and, collectively, the “U.S. Borrower Swingline Loans”) and (y) a swingline loan or swingline loans to any Canadian Borrower (each, a “Canadian Borrower Swingline Loan” and, together with the U.S. Borrower Swingline Loans, the “Swingline Loans”), which Swingline Loans: (i) shall be incurred and maintained in an Available Currency; (ii) shall be made and maintained as Base Rate Loans or Canadian Prime Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (w) the Aggregate Exposure to exceed the Total Revolving Loan Commitment at such time, (x) the Aggregate Canadian Borrower Exposure to exceed $275,000,000, (y) the Aggregate Canadian Dollar Denominated Exposure to exceed $275,000,000 or (z) the Aggregate Swingline Exposure to exceed the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the Required Lenders or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans of any Borrower shall be funded with one or more Borrowings by the applicable Borrower of Revolving Loans by such Borrower (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code or a Canadian Insolvency Law with respect to the Borrowers), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bf) On and subject Except to the terms extent set forth in Section 3.04(g) and conditions hereof5.02(a)(ii), including entry if the maturity date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the Confirmation Orderoccurrence of such maturity date); provided, each Commitment Party agreeshowever, severally that unless an Event of Default then exists, if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 3.04), and there shall exist sufficient unutilized Extended Revolving Commitments so that the Company shall sell to such Commitment Party (or such managed funds or accounts), on respective outstanding Swingline Loans could be incurred pursuant the Closing Date for Extended Revolving Commitments which will remain in effect after the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment occurrence of such Commitment Parties). The obligations maturity date, then there shall be an automatic adjustment on such date of the Commitment Parties to purchase participations in such Unsubscribed Units as described in this Section 2.2(b) Swingline Loans and same shall be referred deemed to as have been incurred solely pursuant to the “Rights Offering Backstop Commitment”relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry 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 BCA Approval Ordersame 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 Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in Dollars or in one or more Alternative Currencies (or cause certain the “Initial Revolving Loans”) to Borrower, at any time and from time to time on and after the Closing Date until the earlier of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant one Business Day prior to the Rights Offering, Initial Maturity Date for Initial Revolving Loans and duly purchase all Rights Offering Units issuable to it pursuant to the termination of the Closing Date Revolving Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure with respect to Initial Revolving Loans exceeding such ▇▇▇▇▇▇’s Closing Date Revolving Commitment. Within the limits set forth above and subject to the Planterms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow the Initial Revolving Loans. (c) 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 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 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 part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any Defaulting Commitment Party exercise of such option shall be liable not (i) affect in any manner the obligation of Borrower to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentage) and to make any such Loan to the extent not jointly, to purchase (so made by such branch or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Affiliate.

The Commitments. (a) On (i) Subject to and subject to upon the terms and conditions hereofset forth herein and set forth in the Amendment No. 1,2, including entry (x) each New Replacement Term B-21 Lender with a New Replacement Term B-21 Loan Commitment severally agrees to make a term loan or term loans (a “Term B-2to the Borrower (and together with each Converted Term B-1 Loan established pursuant to clause (y) below, a “Replacement Term B-1 Loan” and, collectively, the “Replacement Term B-21 Loans”) to the Borrowerequal to its New Replacement Term B-1 Loan Commitment on the Amendment No. 1 Effective Date, which such Term B-22 Effective Date and (y) each Converted Term B-1 Loan of each Consenting Term B-1 Lender shall be converted into a Replacement Term B-1 Loan of such Lender effective as the Amendment No. 2 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term B-1 Loan immediately prior to such conversion. The Replacement Term B-1 Loans (A) shall be incurred pursuant to a single drawing on the Amendment No. 12 Effective Date, (B) shall be denominated in Dollars, (C) except as hereinafter provided, shall, at the option of the BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally (in accordance with its Commitment Percentage) and not jointlyand/or converted into, to fully exercise (Base Rate Loans or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the PlanLIBOR Loans; provided that any Defaulting Commitment Party except as otherwise specifically provided in Section 2.11(b), all Replacement Term B-21 Loans comprising the same Borrowing shall at all times be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Ordersame Type and (D) shall, in the case of each Lender holding a New Replacement Term B-21 Loan Commitment, be made by each such Lender in an aggregate principal amount that does not exceed the New Replacement Term B-21 Loan Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), New Replacement Term B-21 Lender on the Closing Date for the applicable aggregate Per Unit Purchase PriceAmendment No. 12 Effective Date. Once repaid, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Unitsprepaid, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties repurchased, refinanced or replaced, Replacement Term B-21 Loans incurred hereunder may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall not be referred to as the “Rights Offering Backstop Commitment”reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date, a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more Borrowers, which Revolving Loans: (i) shall, at the option of the BCA Approval Orderrequesting Borrower, each Commitment Party agreesbe either Base Rate Loans or Eurocurrency Loans, severally provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type; (ii) may be in accordance with its Commitment PercentageDollars or Eurocurrencies, at the option of the requesting Borrower; (iii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof; (iv) of any Bank at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(d)(i)) at such time); and (v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (III) the aggregate principal amount of all Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time. (b) Subject to and upon the terms and conditions set forth herein, ABN AMRO in its individual capacity agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a loan or loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Company, which Swingline Loans (i) shall be made and maintained in Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by ABN AMRO and acceptable to the Company (each an "Offered Rate Loan"), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Bid Loans outstanding at such time (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loan then being incurred) and (III) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Swingline Loan then being incurred), equals the Total Revolving Loan Commitment (after giving effect to any simultaneous reinstatement in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time and (iv) shall not exceed when added to the "Swingline Loans" outstanding under the Other Credit Agreement, the Maximum Swingline Amount. ABN AMRO will not make a Swingline Loan after it has received written notice from the Required Banks stating that a Default exists and specifically requesting that ABN AMRO not make any Swingline Loans, provided that ABN AMRO may continue making Swingline Loans at such time thereafter as the Default in question has been cured or waived in accordance with the requirements of this Agreement or the Required Banks have withdrawn the written notice described above in this sentence. In addition, ABN AMRO shall not be obligated to make any Swingline Loan at a time when a Bank Default exists unless ABN AMRO shall have entered into arrangements satisfactory to it and the Plan; Company to eliminate ABN AMRO's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing such Bank's Percentage of the outstanding Swingline Loans. (c) On any Business Day, ABN AMRO may, in its sole discretion, give written notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each Senior Commitment Party that is not such Borrowing, a Defaulting Commitment Party"Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks (without giving effect to any reductions of the Commitments pursuant to the last paragraph of Section 9) pro rata based on each such Bank's Percentage, and the Companyproceeds thereof shall be applied directly to ABN AMRO to repay ABN AMRO for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by ABN AMRO notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) any condition specified in Section 5 may not then be satisfied, (iii) the existence of any Default, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Company on or after such date and prior to such purchase from ABN AMRO (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of ABN AMRO until the date 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, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay ABN AMRO 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 for each day thereafter and (z) each Bank that so purchases a participation in a Swingline Loan shall thereafter be entitled to receive its obligations hereunderpro rata share of each payment of principal received on such Swingline Loan; provided further that no Bank shall be obligated to acquire a participation in a Swingline Loan if a Default shall have occurred and be continuing at the time such Swingline Loan was made and ABN AMRO had received written notice from the Required Banks in accordance with Section 1.01(b) above prior to advancing such Swingline Loan. (bi) On The Company may from time to time request any Bank to agree, or to arrange for a Local Affiliate of such Bank to agree, to provide a Local Currency Commitment to any Subsidiary Borrower or to the Company (i) with respect to any currency which the Company has previously requested be designated an Eurocurrency and subject which request the Banks denied or (ii) if it is beneficial to the Company or such Subsidiary Borrower to avoid withholding tax to borrow Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign country, provided, that the sum of the aggregate amount of Local Currency Commitments in effect at any one time plus the aggregate amount of "Local Currency Commitments" in effect under the Other Credit Agreement at any one time may not exceed $250,000,000. If a Bank is willing, in its sole discretion, to provide such a Local Currency Commitment, or is willing, in its sole discretion, to arrange to have a Local Affiliate of such Bank provide such a Local Currency Commitment, then such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Addendum, or, if such Bank has arranged to have such Local Affiliate provide such a Local Currency Commitment, such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Designation and Assignment Agreement. Such Local Currency Commitment shall be designated in Dollars. A Bank's Revolving Loan Commitment shall be automatically reduced to the extent that such Bank or any Local Affiliate of such Bank has from time to time in effect any Local Currency Commitment and such Bank's Revolving Loan Commitment shall be automatically reinstated to the extent that any such Local Currency Commitment expires or is terminated either in whole or in part, unless at the time of such expiration or termination the Revolving Loan Commitments of all Banks have terminated (in which case such Bank's Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of such Local Currency Commitment, if there has been no reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect or (ii) such lesser percentage of such Local Currency Commitment that equals the quotient (expressed as a percentage) obtained by dividing the Total Revolving Loan Commitment as in effect on such day by the Total Revolving Loan Commitment as in effect on the day such Local Currency Commitment went into effect, if there has been a reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect. The Bank providing (whether directly or through its Local Affiliate) such Local Currency Commitment and the relevant Subsidiary Borrower or the Company, as applicable, shall provide the Administrative Agent five Business Days prior notice of any change in the amount of any Bank's Local Currency Commitment. Promptly upon receipt of such Notice, the Administrative Agent shall calculate the amount of such Bank's Revolving Loan Commitment after giving effect to such change. Upon its receipt of such notice, the Administrative Agent will notify the Company and the Banks of such change. The Company may on five Business Days' written notice to the Administrative Agent terminate in whole or in part any Local Currency Commitment from time to time provided that after giving effect to such termination, the Original Dollar Amount of all Local Currency Loans outstanding under such Local Currency Commitment shall not exceed such Local Currency Commitment as so reduced. (ii) Subject to and upon the terms and conditions hereof, including entry of set forth herein and in or pursuant to the Confirmation Orderapplicable Local Currency Documentation, each Bank with a Local Currency Commitment Party agreesand each Local Affiliate with a Local Currency Commitment severally agrees to make, severally at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date (or such shorter period as may be specified in or pursuant to the applicable Local Currency Documentation), a loan or loans (each, a "Local Currency Loan" and, collectively, the "Local Currency Loans") to one or more Subsidiary Borrowers or the Company, as applicable, specified in the applicable Local Currency Documentation, which Local Currency Loans (A) shall not have an Original Dollar Amount exceeding the Local Currency Commitment specified in the applicable Local Currency Documentation, (B) may be repaid and reborrowed in accordance with its Commitment Percentage) the provisions hereof and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)the applicable Local Currency Documentation, and (C) shall not have an Original Dollar Amount exceeding for all Banks and all such Local Affiliates at any time outstanding the Company Total Local Currency Commitment at such time. (iii) Each Local Currency Loan shall sell mature on such date, on or prior to such Commitment Party (the Final Maturity Date, as the applicable Borrower and Bank or such managed funds Bank's Local Affiliate shall agree prior to the making of such Local Currency Loan in or accounts)pursuant to the applicable Local Currency Documentation. Upon reaching agreement as to interest rate and maturity, unless any applicable condition specified in Section 5.02 hereof has not been satisfied, on the Closing Date for date agreed the applicable aggregate Per Unit Purchase PriceBank or its Local Affiliate shall make the proceeds of such Local Currency Loan available to the relevant Borrower as provided in the applicable Local Currency Documentation. No Local Currency Documentation may waive, alter or modify any rights of the Administrative Agent or the other Banks under this Agreement, including, without limitation, the number rights of Unsubscribed Units equal the Banks under Section 9 hereof. (iv) Each Local Currency Designation and Assignment Agreement shall provide that the Bank executing such Local Currency Designation and Assignment Agreement is empowered to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units act as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment applicable Local Affiliate's agent, with full power and authority to act on behalf of such Commitment Parties)Local Affiliate with respect to the transactions contemplated by this Agreement. The obligations Accordingly, each other Bank, the Administrative Agent, each Borrower and each Subsidiary Guarantor shall be conclusively entitled to rely on any actions taken by such Bank and any notice given by the Administrative Agent or any Borrower or Subsidiary Guarantor to such Bank shall be deemed to also have been delivered to such Local Affiliate. With regard to any matters relating to calculating a Bank's "Percentage" or the "Required Banks" or the unanimous vote of the Banks, any Local Currency Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) and any outstanding Local Currency Loans provided by a Local Affiliate of a Bank shall be referred deemed to be Local Currency Commitments and Local Currency Loans, as applicable, of such Bank. Accordingly, a Local Affiliate shall not have the right to vote as a Bank hereunder but shall otherwise be entitled to the same rights and benefits hereunder as the “Rights Offering Backstop Commitment”Banks are entitled.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans 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 BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally (in accordance with its Commitment Percentage) and not jointlyand/or converted into, to fully exercise (one or cause certain more Borrowings of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (Base Rate Term Loans or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the PlanLIBO Rate Term Loans; provided that any Defaulting Commitment Party all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be liable 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 each Senior Commitment Party that is the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with an Incremental Term Loan Commitment Party agreesfrom time to time severally agrees to make term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Term Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred 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 “Rights Offering Backstop Commitment”option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. (a) On (i) Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Lender with a B-1 Term Loan Commitment Party agreesseverally agrees to make, severally (in accordance with its Commitment Percentage) at par and not jointly, any time and from time to fully exercise (time on or cause certain of its after the Initial Borrowing Date and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (on or such managed funds or accounts) pursuant prior to the Rights OfferingMerger Closing Date, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisea term loan or term loans (each, in accordance together with any term loan resulting from the Rights Offering Procedures and B-1 Conversion, a “B-1 Term Loan” and, collectively, the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b“B-1 Term Loans”) On and subject to the terms and conditions hereofBorrower, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to which B-1 Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by shall be denominated in Dollars, (y) except as hereinafter provided, shall, at the aggregate number option of Unsubscribed Unitsthe Borrower, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in no event Section 2.10(b), all B-1 Term Loans comprising the same Borrowing shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations at all times be of the Commitment Parties to purchase such Unsubscribed Units same Type and (B) all B-1 Term Loans made on the Initial Borrowing Date shall be incurred as described in this Section 2.2(bBase Rate Loans, and (z) shall not be referred incurred on any date occurring prior to the Merger Closing Date if, after giving effect to the making of the respective B-1 Term Loans and the related reductions to the Total B-1 Term Loan Commitment pursuant to Section 4.03(b)(x), the B-1 Blocked Amount would exceed the then remaining Total B-1 Term Loan Commitment. On the Initial Borrowing Date, the Borrower shall be required to borrow $100,000,000 of B-1 Term Loans, but may borrow such larger principal amount as the “Rights Offering Backstop Commitment”is permitted hereunder. Once repaid, B-1 Term Loans incurred hereunder may not be reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Revolving Lender severally agrees to make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof (without premium or penalty) and (iv) shall not exceed for any such Revolving Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Revolving Lender’s Revolving Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans or Swingline 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. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the applicable Maturity 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 incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Specified Default or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Revolving Lender’s Revolving Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied (or waived), (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under Bankruptcy Law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the 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 Revolving 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bd) On If the Maturity Date shall have occurred in respect of any tranche of Revolving Loan Commitments at a time when another tranche or tranches of Revolving Loan Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), no Specified Default then exists or would result therefrom and there shall exist sufficient Unutilized Revolving Loan Commitments with a later Maturity Date or Maturity Dates so that the respective outstanding Swingline Loans could be incurred pursuant the Revolving Loan Commitments which will remain in effect after the occurrence of such Maturity Date, then, subject to the terms and conditions hereof, including entry consent of the Confirmation OrderSwingline Lender, each Commitment Party agrees, severally (there shall be an automatic adjustment on such date of the participations in accordance such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Revolving Loan Commitments with its Commitment Percentage) and not jointly, to purchase (a later Maturity Date or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)Maturity Dates, and the Company such Swingline Loans shall sell not be so required to be repaid in full on such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”earliest Maturity Date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Commitment severally agrees to make, at par and any time and from time to time on or after the Initial Borrowing Date and on or prior to the Merger Closing Date, a loan or loans (each, an “Initial Loan” and, collectively, the “Initial Loans”) to the Borrower, which Initial Loans (i) shall be denominated in Dollars and (ii) shall not be incurred on any date occurring prior to the Merger Closing Date if, after giving effect to the making of the BCA Approval Order, each respective Initial Loans and the related reductions to the Total Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to Section 4.03(b)(x), the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with Bridge Loan Blocked Amount would exceed the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderthen remaining Total Commitment. (b) On and subject Each Lender agrees that, if the Initial Loans have not been repaid in full prior to the terms Initial Maturity Date, on such Initial Maturity Date the then outstanding principal amount of each of its Initial Loans shall be automatically converted into an extended loan to the Borrower (each, an “Extended Loan” and, collectively, the “Extended Loans”) in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Initial Loans; provided that the extension as contemplated in this clause (b) shall not occur and conditions hereofall Initial Loans shall be required to be paid in full on the Initial Maturity Date, including entry if (i) there then exists any Default or Event of Default under Section 12(h) or 12(i), (ii) there exists at such time any Event of Default hereunder or the maturity of the Confirmation OrderInitial Loans has theretofore been accelerated as a result of the occurrence of one or more Events of Default or (iii) the Merger Closing Date did not occur on or prior to October 15, each Commitment Party agrees2010. It is understood and agreed that Loans may also, severally (at the option of the Lenders as provided in Section 10.15, be required to be Exchanged for Exchange Notes in accordance with its Commitment Percentage) the requirements of Section 10.15. All Extended Loans and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) Exchange Notes shall be referred to as the “Rights Offering Backstop Commitment”denominated in Dollars. (c) Once repaid, Loans incurred hereunder may not be reborrowed.

The Commitments. (a) On Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment ("Tranche A Term Loan Banks") severally agrees to make on the Effective Date a --------------------------- term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the ------------------- "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be --------------------- made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.06); provided that, except as otherwise specifically provided in Section 1.10(b), all -------- Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions hereofset forth herein, including entry each Bank with a Tranche B Term Loan Commitment ("Tranche B Term Loan Banks") ------------------------- severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the ------------------- -------------------- Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.06); provided that, except as -------- otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the BCA Approval Ordersame Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment Party ("Revolving Loan Banks") severally -------------------- agrees, severally (in accordance with its Commitment Percentage) at any time and not jointlyfrom time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to fully exercise make a revolving loan or revolving loans (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exerciseeach, a "Revolving Loan" and, collectively, the "Revolving Loans") all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering-------------- --------------- 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 duly purchase all Rights Offering Units issuable (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to it pursuant to such exercisethe earlier of (1) the 60th day after the Effective Date or (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions herein set forth, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which -------------- --------------- Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; provided that Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Commitment Party Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be liable funded with a Borrowing of Revolving Loans (provided -------- that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each Senior Commitment Party that is not such Borrowing, a Defaulting Commitment Party"Mandatory Borrowing") shall be made on the immediately ------------------- succeeding Business Day by all Revolving Loan Banks pro rata based on each --- ---- Bank's Percentage, and the Companyproceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of any breach the commencement of its obligations hereunder. a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (bother than BTCo) On and subject hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the -------- Swingline Loans shall be for the account of BTCo until the date the respective assignments is purchased and, to the terms and conditions hereofextent attributable to the purchased assignment, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred payable to as the “Rights Offering Backstop Commitment”Bank purchasing same from and after such date of purchase.

The Commitments. (a) On Upon the satisfaction of the conditions precedent set forth in Sections 5.02 and subject 5.03, 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 hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (set forth in accordance with its Commitment Percentage) and not jointlythis Agreement, to fully exercise 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 (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or each such managed funds or accounts) loan, together with any loans made pursuant to a Revolving Loan Increase and Extended Revolving Loans, the Rights Offering“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 duly purchase all Rights Offering Units issuable reborrow Revolving Loans at any time prior to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderRevolving Loan Termination Date. (b) On Upon the satisfaction of the conditions precedent set forth in Section 5.01, each Term A Lender severally agrees to make a single term loan (each individually, a “Term A Loan” and, collectively, the “Term A Loans”) to the Initial Borrower on the Escrow Date in an aggregate principal amount not to exceed such Term A Lender’s Term Loan A Commitment, which Term A Loans (x) shall be denominated in Dollars and (y) shall, at the option of the Initial Borrower and subject to clause (d) below and Section 4.03, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. The proceeds of the Term A Loans shall be deposited into the Escrow Account and be subject to the terms of the Escrow Agreement. Amounts repaid or prepaid in respect of the Term A Loans may not be reborrowed. Upon the funding of the Term A Loans on the Escrow Date, the Term Loan A Commitments shall terminate. (c) Upon the satisfaction of the conditions precedent set forth in Section 5.01, each Term B Lender severally agrees to make a single term loan (each individually, a “Term B Loan” and, collectively, the “Term B Loans”) to the Initial Borrower on the Escrow Date in an aggregate principal amount not to exceed such Term B Lender’s Term Loan B Commitment, which Term B Loans (x) shall be denominated in Dollars and (y) shall, at the option of the Initial Borrower and subject to clause (d) below and Section 4.03, be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Loans. The proceeds of the Term B Loans shall be deposited into the Escrow Account and be subject to the terms of the Escrow Agreement. Amounts repaid or prepaid in respect of the Term B Loans may not be reborrowed. Upon the funding of the Term B Loans on the Escrow Date, the Term Loan B Commitments shall terminate. (d) The Term Loans made on the Escrow Date shall initially be Eurodollar Rate Loans with a one (1) month Interest Period ending on January 31, 2019 and thereafter may be continued as Eurodollar Rate Loans with a one (1)-month Interest Period until the Closing Date, at which time, the Term Loans may continue as Eurodollar Rate Loans or converted into Floating Rate Loans in the manner provided in Section 2.09 and subject to the terms other conditions and conditions hereoflimitations therein set forth and set forth in this Article 2 and set forth in the definition of Interest Period; provided that the Initial Borrower shall be required to deliver a Borrowing/Election Notice, including entry 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 Escrow Date. (e) Subject to Section 4.03, Revolving Loans made after the Closing Date shall be, at the option of the Confirmation OrderBorrower, each Commitment Party agrees, severally (selected in accordance with its Commitment PercentageSection 2.09, either Floating Rate Loans or Eurodollar Rate Loans. (f) and not jointlyOn the Maturity Date, to purchase (or cause certain the Borrower shall repay in full the outstanding principal balance of its and its affiliates’ managed funds and/or accounts to purchase), and the Company Loans. Each Advance under this Section 2.01 shall sell consist of Loans made by each applicable Lender ratably in proportion to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment PartyLender’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment respective Pro Rata Share of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Advance.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Bank with a Term Loan Commitment Party severally agrees, severally (A) in accordance with its Commitment Percentage) and not jointlythe case of each Continuing Bank, to fully exercise convert into Term Loans (or cause certain of its each, a "Term Loan Conversion", and its affiliates’ managed funds and/or accounts collectively, the "Term Loan Conversions") on the Second Restatement Effective Date, the Existing Term Loans made by such Continuing Bank to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the Borrower pursuant to the Rights OfferingExisting Credit Agreement and outstanding on the Second Restatement Effective Date in an aggregate principal amount equal to the 9 aggregate principal amount of such Existing Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, and duly purchase all Rights Offering Units issuable on the Second Restatement Effective Date a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to it pursuant to such exercisethe Borrower, which Term Loans (i) made or converted on the Second Restatement Effective Date, shall not exceed for any Bank, in accordance with an initial principal amount, that amount which equals such Bank's Term Loan Commitment and (ii) shall, at the Rights Offering Procedures and option of the Plan; Borrower, be Base Rate Loans or Eurodollar Loans, provided that any Defaulting Commitment Party that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be liable to each Senior Commitment Party that is of the same Type. Once repaid, Term Loans borrowed hereunder may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Bank with a Revolving Loan Commitment Party severally agrees, severally (A) in accordance with its Commitment Percentage) and not jointlythe case of each Continuing Bank, to purchase convert into Revolving Loans (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)each a "Revolving Loan Conversion", and collectively the Company shall sell to such Commitment Party (or such managed funds or accounts"Revolving Loan Conversions"), on the Closing Second Restatement Effective Date, Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date for in an aggregate principal amount equal to the applicable lesser of (x) the aggregate Per Unit Purchase Priceprincipal amount of such Existing Revolving Loans made by such Continuing Bank and so outstanding and (y) such Continuing Bank's Adjusted RL Percentage of the aggregate principal amount of Revolving Loans made by all Banks and outstanding on the Second Restatement Effective Date and/or (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (together with each Revolving Loan Conversion each, a "Revolving Loan" and, collectively, the number "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of Unsubscribed Units equal the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, 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, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount (which amount, in the case of each Continuing Bank, shall include the principal amount of each Revolving Loan Conversion) which, when added to the product of (x) such Commitment Party’s Commitment Bank's Adjusted RL Percentage multiplied by and (y) the aggregate number amount of Unsubscribed Unitsall Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, rounded among and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the (c) Notwithstanding any other provision of this Agreement, each Bank with a Tenn Loan outstanding or with a Revolving Loan Commitment Partiesseverally agrees, automatically and immediately effective upon the consummation of the Evergreen Merger (so long as (i) no Default or Event of Default then exists under Section 10.01 or 10.05 of this Agreement and (ii) no Default or Event of Default then exists under Section 8.01(b), (f) or (g) of (and as such terms are defined in) the Evergreen Loan Agreement (defined below)), that such Term Loan shall become a Term Loan for the identical amount (and with a corresponding Term Loan Commitment) under the Second Amended and Restated Loan Agreement among Evergreen Media of LA (which entity shall be the surviving corporation of a merger with the Borrower pursuant to the Evergreen Merger Agreement, and accordingly the successor in interest to the Borrower), the Lenders signatory thereto (the "Lenders"), Toronto Dominion (Texas), Inc., Bankers Trust Company, The Bank of New York, NationsBank of Texas, N.A., and Union Bank of California, as Managing Agents, and Toronto Dominion (Texas), Inc., as Administrative Agent for the Lenders (the "Evergreen Administrative Agent"), dated as of April 25, 1997, as amended by a certain First Amendment to Second Amended and Restated Loan Agreement dated as of June 26, 1997 (as amended, the "Evergreen Loan Agreement") a copy of which is attached hereto as Annex A, and each Bank with a Revolving Loan Commitment agrees that such Revolving Loan Commitment shall become, automatically and immediately effective without further action upon the consummation of the Evergreen Merger, a Revolving Loan Commitment (with the amount of outstanding Revolving Loans converted into an equal amount of new Revolving Loans) for the identical amount under the Evergreen Loan Agreement. The obligations Evergreen Administrative Agent shall, on the date of the Evergreen Merger, issue a revised Schedule 1 - Commitment Parties Ratios, to purchase each Lender under the Evergreen Loan Agreement, which shall include each Bank hereunder, and thereafter, the new Borrower shall issue new promissory notes to each Bank which requests such Unsubscribed Units as described notes promptly after such requests and relinquishment by such Bank of any Notes issued hereunder. Concurrently with such conversion, (i) the Borrower shall pay all unpaid interest, fees and other amounts (other than principal in this Section 2.2(brespect of the outstanding Loans) which are unpaid at such time, all Loans hereunder shall be referred deemed repaid and satisfied in full and all Revolving Loan Commitments shall be automatically terminated and (ii) all Letters of Credit which remain outstanding hereunder shall be deemed terminated for purposes of this Agreement to the extent assumed as Letters of Credit under the “Rights Offering Backstop Commitment”Evergreen Loan Agreement.

The Commitments. (a) On (i) Subject to and subject to upon the terms and conditions hereofset forth herein, including entry of (I) each Consenting Term Loan Lender severally agrees that, on the BCA Approval OrderRestatement Effective Date, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, the Existing Term Loans made by such Consenting Term Loan Lender to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the Borrower pursuant to the Rights OfferingExisting Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) as set forth on Schedule 1.01 hereto under the heading “Continued Existing Term Loans” shall be continued (the “Existing Term Loan Continuation”) as term loans owing by the Borrower (each such term loan, a “Continued Existing Term Loan” and, collectively, the “Continued Existing Term Loans”), and duly purchase all Rights Offering Units issuable (II) each Lender with a New Term Loan Commitment severally agrees to it make, on the Restatement Effective Date, a new term loan or term loans to the Borrower (each, a “New Term Loan” and, collectively, the “New Term Loans” and, together with the Continued Existing Term Loans, the “Restatement Effective Date Loans”), which Restatement Effective Date Loans (w) shall be denominated in Dollars, (x) in the case of New Term Loans, shall be made pursuant to one drawing on the Restatement Effective Date, (y) shall not exceed in aggregate principal amount for any Lender immediately prior to the incurrence of the New Term Loans, that amount which equals the sum of (1) the aggregate principal amount of Existing Term Loans subject to the Existing Term Loan Continuation as provided above and (2) the New Term Loan Commitment, if any, of such exerciseLender as in effect on the Restatement Effective Date and (z) except as hereinafter provided, in accordance may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Restatement Effective Date Loans and New Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Term Loans of the same Type. Once repaid, Restatement Effective Date Loans may not be reborrowed. (ii) In connection with the Rights Offering Procedures Existing Term Loan Continuation and the Plan; provided incurrence of New Term Loans pursuant to Section 2.01(a)(i), (x) the Interest Period applicable to each Borrowing of Existing Term Loans existing on the Restatement Effective Date immediately prior to the Existing Term Loan Continuation and maintained as Eurodollar Loans under the Existing Credit Agreement shall, simultaneously with the occurrence of the Existing Term Loan Continuation, be broken, (y) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that any Defaulting Commitment Party all Lenders with outstanding Restatement Effective Date Loans (after giving effect to the Existing Term Loan Continuation and the incurrence of New Term Loans pursuant to this Section 2.01(a)(i)) participate in each new Borrowing of Restatement Effective Date Loans on a pro rata basis (based upon the principal amount of the Restatement Effective Date Loans held by each such Lender (after giving effect to the Restatement Effective Date) and (z) the Borrower shall be liable obligated to each Senior Commitment Party that is not a Defaulting Commitment Party, and pay to the Company, as a result respective Existing Lenders breakage or other costs of any breach the type referred to in Section 1.11 of its obligations hereunderthe Existing Credit Agreement (if any) incurred in connection with the Existing Term Loan Continuation and/or the actions taken pursuant to preceding clause (y) of this Section 2.01(a)(ii). (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with a Delayed Draw Term Loan Commitment Party agreesseverally agrees to make a term loan or term loans (each a “Delayed Draw Term Loan” and, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Delayed Draw Term Loans”) to the Borrower which Delayed Draw Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred incurred pursuant to no more than two drawings made on or prior to the Delayed Draw Termination Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all 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 Delayed Term Loan Commitment of such Lender on the Delayed Draw Borrowing Date. Once repaid, Delayed Draw Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Rights Offering Backstop CommitmentIncremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be added to then outstanding borrowings of converted Loans as provided in Section 2.14(c), (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender on the respective Incremental Term Loan Borrowing Date and (v) shall not exceed $75,000,000 in aggregate principal amount for all Incremental Term Loans made by all Incremental Term Loan Lenders pursuant to this Agreement and the various Incremental Term Loan Commitment Agreements. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during such Dollar Lender’s Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during such Multicurrency Lender’s Availability Period in an aggregate principal amount that will not result in (i) such ▇▇▇▇▇▇’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments at such time or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Initial Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect; Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.. 52 Revolving Credit Agreement

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment Party agreesseverally agrees to make, severally (in accordance with its Commitment Percentage) at any time and not jointly, from time to fully exercise (time on or cause certain of its after the Initial Borrowing Date and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant prior to the Rights OfferingRevolving Loan Maturity Date, a revolving loan or revolving loans (each a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and duly purchase maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Rights Offering Units issuable to it pursuant to such exerciseRevolving Loans comprising the same Borrowing shall at all times be of the same Type, (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing of such Tranche on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; 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 Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Required Lenders or the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders or the Majority Lenders with Revolving Loans and/or Revolving Loan Commitments, as applicable. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice by 3:00 P.M. (New York time) to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day (or on the second succeeding Business Day to the extent that the aforementioned notice is delivered (the to the extent required to be delivered) after 3:00 P.M. (New York time) on a Business Day) by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bf) On If the Initial Revolving Loan Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Loan Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and subject there shall be no adjustment to the terms and conditions hereof, including entry participations in such Swingline Loans as a result of the Confirmation Orderoccurrence of the Initial Revolving Loan Maturity Date); provided that, each Commitment Party agrees, severally if on the occurrence of the Initial Revolving Loan Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to Extended Revolving Loan Commitments, which will remain in effect after the occurrence of the Initial Revolving Loan Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Company Extended Revolving Loan Commitments and such Swingline Loans shall sell not be so required to such Commitment Party (or such managed funds or accounts), be repaid in full on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Initial Revolving Loan Maturity Date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Closing Date Loan Commitment severally agreed to make a term loan (each, a “Closing Date Loan” and, collectively, the “Closing Date Loans”) to the Borrower, which Closing Date Loans (i) were incurred pursuant to a single drawing on the Closing Date, (ii) were denominated in Dollars and (iii) were made by each such Lender in that aggregate principal amount which did not exceed the Closing Date Commitment of such Lender on the Closing Date. Once repaid, Closing Date Loans incurred hereunder may not be reborrowed. It is agreed and acknowledged that a Closing Date Loan in the aggregate principal amount of $15,000,000 was made to the Borrower as of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to Closing Date by the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, Closing Date Lenders in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result terms of any breach of its obligations hereunderthis Section 2.01(a). (b) On [Reserved] (c) Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with an Incremental Loan Commitment Party agreesfor a given Tranche of Incremental Loans severally agrees to make a term loan or term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Loans”) to the Borrower, which Incremental Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred incurred pursuant to as a single drawing of such Tranche on the “Rights Offering Backstop Commitment”respective Incremental Loan Borrowing Date, (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Commitment of such Lender on the respective Incremental Loan Borrowing Date. Once repaid, Incremental Loans incurred hereunder may not be reborrowed.

The Commitments. (a) On You have requested (i) that LCPI (collectively with each other financial institution that becomes a lender under the Credit Facilities, "SENIOR LENDERS") commit to provide the entire amount of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Terms of Credit Facilities attached hereto as Exhibit A (the "CREDIT FACILITIES TERM SHEET") and (ii) that LCPI (collectively with each other investor that becomes a lender under the Interim Loans (as defined below), the "INTERIM LENDERS;" the Interim Lenders and the Senior Lenders being referred to herein collectively as the "LENDERS") commit to provide the Company $135.0 million in interim loans (the "INTERIM LOANS"), upon the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant subject to the Rights Offering, conditions set forth or referred to in this Commitment Letter and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and Summary of Terms of Interim Loans attached hereto as Exhibit B (the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder"INTERIM LOANS TERM SHEET"). (b) On Based on the foregoing, LCPI is pleased to confirm by this Commitment Letter its commitment to you (the "SENIOR LOAN COMMITMENT") to provide or cause one of its affiliates to provide the entire amount of the Credit Facilities. (c) Based on the foregoing, LCPI is pleased to confirm by this Commitment Letter its commitment to you (the "INTERIM LOAN COMMITMENT"), to provide or cause one of its affiliates to provide the entire amount of the Interim Loans. You further agree that if LCPI determines in its sole discretion that it would be advisable to structure the Interim Loans as securities to facilitate syndication of the Interim Loan Commitments or for any other reason, that the documentation contemplated by this Commitment Letter will be appropriately modified to provide for an issuance of interim notes having terms as nearly identical as practicable to those of the Interim Loans. (d) Pursuant to an Engagement Letter, dated as of October 17, 1999 (the "ENGAGEMENT LETTER"), among you and ▇▇▇▇▇▇ Brothers, as further consideration for the Interim Loan Commitments, you have engaged ▇▇▇▇▇▇ Brothers to act as your exclusive underwriter, exclusive initial purchaser and/or exclusive placement agent in connection with the sale of the Permanent Securities (as defined in the Engagement Letter) and in connection with certain other matters. (e) It is agreed that ▇▇▇▇▇▇ Brothers will act as the sole and exclusive advisor, bookmanager and lead arranger for the Credit Facilities and the Interim Loans and that LCPI will act as the sole and exclusive Administrative Agent for the Credit Facilities and the Interim Loans. Each of ▇▇▇▇▇▇ Brothers and LCPI will perform the duties and exercise the authority customarily performed and exercised by it in its respective role. You agree that no other agents, co-agents, arrangers or bookmanager will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by Bruckmann, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. OSI Acquisition Inc. 3p. the Credit Facilities Term Sheet or the Fee Letters referred to below) will be paid in connection with the Credit Facilities or the Interim Loans unless you and we shall so agree. (f) The commitments and agreements of the Lenders described herein are subject to the terms negotiation, execution and delivery on or before November 30, 1999 of definitive documentation with respect to the Credit Facilities and the Interim Loans, satisfactory to the Lenders and their respective counsel and to the other conditions hereofset forth or referred to in the Credit Facilities Term Sheet, including entry the Interim Loan Term Sheet and the Funding Conditions attached hereto as Exhibit C. Those matters that are not covered by the provisions hereof or of the Confirmation OrderCredit Facilities Term Sheet or the Interim Loan Term Sheet are subject to the approval and agreement of the applicable Lenders, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), the Sponsor and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Company.

The Commitments. (a) On Subject to and subject upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans to the Borrowers, which Initial Term Loans (i) shall be incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial 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. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (c) Subject to the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Lender having a Delayed Draw Term Loan Commitment Party agrees, severally (agrees to make Delayed Draw Term Loans in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain the form of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant additional Term Loans in U.S. Dollars to the Rights OfferingBorrowers from time to time on up to three separate occasions (the date on which such Delayed Draw Term Loans are made, the “Delayed Draw Term Loan Funding Date”) after the Closing Date and duly purchase all Rights Offering Units issuable prior to it pursuant the Delayed Draw Term Loan Commitment Expiration Date in an aggregate principal amount not to such exercise, in accordance with the Rights Offering Procedures and the Planexceed its Delayed Draw Term Loan Commitment; provided that any Defaulting (i) each Delayed Draw Term Loan made to the Borrowers shall result in an immediate and permanent reduction in the Delayed Draw Term Loan Commitment Party of each Delayed Draw Term Loan Lender in an amount equal to the aggregate principal amount of the Delayed Draw Term Loans made by such Delayed Draw Term Loan Lender on such date, (ii) the Initial Term Loans and the Delayed Draw Term Loans (if and when funded) shall have the same terms and shall be liable to each Senior Commitment Party that is not treated as a Defaulting Commitment Party, single fungible Tranche of Term Loans for all purposes (other than for U.S. federal and applicable state and local income tax purposes) under this Agreement and the Companyother Credit Documents, as a result except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable date of funding and (iii) each such Lender shall fund, on any funding date of any breach of Delayed Draw Term Loans, its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry proportionate share of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment amount of such Commitment Parties). The obligations Delayed Draw Term Loans funded on such funding date, such that it holds an equal pro rata share of the Commitment Parties to purchase Initial Term Loans and each Delayed Draw Term Loan outstanding as of such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”funding date.

The Commitments. (a) On and subject to Each Lender severally agrees, on the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointlyhereinafter set forth, to fully exercise (or cause certain of its make Loans to the Borrower on the Closing Date in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender’s name on Schedule I attached hereto or, if such Lender has entered into any Assignment and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or Assumption, set forth for such managed funds or accounts) Lender in the Register, as such amount may be reduced pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to Section 2.04 (such exercise, in accordance with the Rights Offering Procedures and the PlanLender’s “Initial Commitment”); provided that if for any Defaulting reason the full amount of any Lender’s Initial Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Loans on the Closing Date. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Initial Commitment Partyshall terminate immediately and without further action on the earlier of (i) the Closing Date, after giving effect to the funding of such Lender’s Initial Commitment on the Closing Date, and the Company(ii) March 23, as a result of any breach of its obligations hereunder2020. (b) On and subject to Each Incremental Lender severally agrees, on the terms and conditions hereofhereinafter set forth and as set forth in the applicable Joinder Agreement, including entry to make Incremental Loans to the Borrower on the applicable Incremental Commitment Effective Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Incremental Commitment; provided that if for any reason the full amount of any Incremental Lender’s Incremental Commitment is not fully drawn on the applicable Incremental Commitment Effective Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the Confirmation Order, each drawn Incremental Loans on the applicable Incremental Commitment Party agrees, severally (in accordance with its Commitment PercentageEffective Date. Any amount borrowed under this Section 2.01(b) and subsequently repaid or prepaid may not jointly, to purchase (or cause certain of its be reborrowed. Each Incremental Lender’s Incremental Commitment shall terminate immediately and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), without further action on the Closing Date for applicable Incremental Commitment Effective Date, after giving effect to the funding of such Lender’s Incremental Commitment on the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Incremental Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Effective Date.

The Commitments. (a) On and subject Subject to the terms and conditions hereof, including entry of the BCA Approval OrderAmendment and Restatement Agreement and this Agreement, (w) the Additional Term B-3 Lender severally agrees to make a Term B-3 Loan to the Borrower on the Amendment and Restatement Effective Date denominated in U.S. Dollars in a principal amount not to exceed its Additional Term B-3 Commitment on the Amendment and Restatement Effective Date, (x) each Converting Term B-3 Loan Consenting ▇▇▇▇▇▇ agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans (or such lesser amount as notified and allocated to such Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-3 Loans effective as of the Amendment and Restatement Effective Date and (y) each Non-Converting Term B-3 Loan Consenting Lender agrees, on the terms and conditions set forth in the Amendment and Restatement Agreement, to have all of its outstanding Term B-2 Loans prepaid and will purchase by assignment from the Additional Term B-3 Lender Term B-3 Loans in a principal amount equal to the principal amount of such Term B-2 Loans (or such lesser amount as notified and allocated to such Non-Converting Term B-3 Loan Consenting Lender by the Amendment and Restatement Agreement Lead Arrangers, as determined by the Borrower and the Amendment and Restatement Agreement Lead Arrangers in their sole discretion). Once repaid, Term B-3 Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Revolving Lender with a 2023 Revolving Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in U.S. Dollars (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercisethe “2023 Revolving Loans”) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights OfferingBorrower, at any time and duly purchase all Rights Offering Units issuable from time to it pursuant time on and after the Amendment and Restatement Effective Date until the earlier of one (1) Business Day prior to the Initial Maturity Date for 2023 Revolving Loans and the termination of the 2023 Revolving Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures terms hereof, in an aggregate principal amount at any time outstanding that will not result in such ▇▇▇▇▇▇’s Revolving Exposure exceeding such ▇▇▇▇▇▇’s 2023 Revolving Commitment. Within the limits set forth above and subject to the Planterms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. (c) 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 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 maintained as, and/or converted into one or more Borrowings of Base Rate Loans or SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any Defaulting exercise of such option shall not (i) affect in any manner the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Party shall be liable to each Senior Commitment Party that is make any such Loan to the extent not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderso made by such branch or Affiliate. (be) On and subject Subject to the terms and conditions hereofset forth in Amendment No. 1 and this Agreement, including entry the 2024 Additional Term Loan Lender severally agrees to make a 2024 Additional Term Loan to the Borrower on the Amendment No. 1 Effective Date denominated in U.S. Dollars in a principal amount not to exceed its 2024 Additional Term Commitment on the Amendment No. 1 Effective Date. (f) Subject to the terms and conditions of Amendment No. 2 and this Agreement, (w) the Confirmation OrderAdditional Term B-4 ▇▇▇▇▇▇ agrees to make a Term B-4 Loan to the Borrower on the Amendment No. 2 Effective Date in Dollars in a principal amount not to exceed its Additional Term B-4 Commitment on the Amendment No. 2 Effective Date, (x) each Commitment Party Converting Term B-4 Loan Consenting ▇▇▇▇▇▇ agrees, severally (on the terms and conditions set forth in accordance with its Commitment Percentage) and not jointlyAmendment No. 2, to purchase (or cause certain have all of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party outstanding Term B-3 Loans (or such managed funds or accounts)lesser amount as notified and allocated to such Converting Term B-4 Loan Consenting Lender by the Amendment No. 2 Lead Arrangers, as determined by the Borrower and the Amendment No. 2 Lead Arrangers in their sole discretion) converted into an equivalent principal amount of Term B-4 Loans effective as of the Amendment No. 2 Effective Date and (y) each Non-Converting Term B-4 Loan Consenting ▇▇▇▇▇▇ agrees, on the Closing Date for terms and conditions set forth in Amendment No. 2, to have all of its outstanding Term B-3 Loans prepaid and will purchase by assignment from the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units Additional Term B-4 Lender Term B-4 Loans in a principal amount equal to the principal amount of such Term B-3 Loans (x) or such Commitment Party’s Commitment Percentage multiplied lesser amount as notified and allocated to such Non-Converting Term B-4 Loan Consenting Lender by (y) the aggregate number of Unsubscribed UnitsAmendment No. 2 Lead Arrangers, rounded among as determined by the Commitment Parties solely to avoid fractional units as Borrower and the Requisite Commitment Parties may determine Amendment No. 2 Lead Arrangers in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Partiesdiscretion). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall Once repaid, Term B-4 Loans may not be referred to as the “Rights Offering Backstop Commitment”reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Vessel Loan Commitment severally agrees to make Vessel Loans to the Borrower, which Vessel Loans: (i) may only be incurred pursuant to a single drawing on the Vessel Loan Borrowing Date relating to a Collateral Vessel, which shall occur in each case on or after the Closing Date and prior to the Vessel Loan Termination Date, (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Vessel Loan Commitment of such Lender on the relevant Vessel Loan Borrowing Date (determined before giving effect on such Vessel Loan Borrowing Date to the termination thereof on such date pursuant to Section 3.03). Notwithstanding the foregoing, in no event will the principal amount of the BCA Approval Order, each Commitment Party agrees, severally Vessel Loans made on the Vessel Borrowing Date in respect of a Collateral Vessel exceed the lesser of (A) the applicable amount set forth opposite the Collateral Vessel with respect to which Vessel Loans are made on the Borrowing Date (a “Relevant Vessel”) under the heading “Maximum Vessel Loan Amount” in accordance with its Commitment PercentageSchedule VI hereto and (B) and not jointly, to fully exercise (or cause certain 60% of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, Appraised Value of the Relevant Vessel as determined in accordance with the Rights Offering Procedures Appraisals delivered in connection with the Collateral and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderGuaranty Requirements for such Relevant Vessel. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Scrubber Loan Commitment severally agrees to make Scrubber Loans to the Borrower, which Scrubber Loans: (i) may only be incurred pursuant to a single drawing on the Scrubber Loan Borrowing Date relating to a Collateral Vessel, which shall occur in each case on or after the Effective Date and prior to the Scrubber Loan Termination Date for such Collateral Vessel, (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Scrubber Loan Commitment of such Lender on the relevant Scrubber Loan Borrowing Date (determined before giving effect on such Scrubber Loan Borrowing Date to the termination thereof on such date pursuant to Section 3.03). Notwithstanding the foregoing, in no event will the principal amount of the Confirmation OrderScrubber Loans made on the Scrubber Loan Borrowing Date in respect of a Collateral Vessel exceed the least of (A) the applicable amount set forth opposite the Collateral Vessel under the heading “Maximum Scrubber Loan Amount” in Schedule VI hereto, each Commitment Party agrees(B) 60% of the invoiced equipment, severally installation and commissioning costs of the scrubbers on such Collateral Vessel, and (C) an amount which when aggregated with the part of the Total Commitments previously borrowed, repaid or cancelled under the Vessel Loans in respect of such Collateral Vessel, does not exceed 60% of the Appraised Value of such Collateral Vessel as determined in accordance with its Commitment Percentagethe Appraisals delivered under Section 5.04(e). (c) and Once repaid, Loans incurred hereunder may not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”reborrowed.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans 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 BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally (in accordance with its Commitment Percentage) and not jointlyand/or converted into, to fully exercise (one or cause certain more Borrowings of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (Base Rate Term Loans or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the PlanLIBO Rate Term Loans; provided that any Defaulting Commitment Party all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be liable 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 each Senior Commitment Party that is the termination thereof pursuant to Section 4.02(a)). Once repaid, Initial Term Loans may not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderbe reborrowed. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Lender with an Incremental Term Loan Commitment Party agreesfrom time to time severally agrees to make term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Term Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred 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 “Rights Offering Backstop Commitment”option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (c) Subject to and upon the terms and conditions set forth in Amendment No. 1, (i) the Additional Term B Lender agrees to make a Term B Loan to the Borrower in U.S. Dollars on the Amendment No. 1 Effective Date in an amount not to exceed the amount of its Additional Term B Loan Commitment and (ii) each Converted Initial Term Loan of each Amendment No. 1 Consenting Lender shall be converted into a Term B Loan of such Lender effective as of the Amendment No. 1 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Initial Term Loan immediately prior to such conversion. Once repaid, Term B Loans may not be reborrowed. The initial Interest Period with respect to the Term B Loans shall commence on the Amendment No. 1 Effective Date and end on April 6, 2021 and the LIBO Rate for such Interest Period shall be deemed to be 0.1185%

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Revolving Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers (on a joint and several basis), which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BCA Approval Orderrespective Borrower, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, Base Rate Loans or LIBOR Loans; provided, that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the Plan; provided that incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Defaulting Commitment Party shall be liable amounts theretofore outstanding pursuant to each Senior Commitment Party that is not a Defaulting Commitment Party, and this Agreement) would cause the Company, as a result Individual Exposure of any breach such Lender to exceed the amount of its obligations hereunderRevolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry of the Confirmation OrderSwingline Lender agrees to make, each Commitment Party agreesat any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, severally a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Swingline Loans (i) shall be denominated in Dollars, (ii) shall be incurred and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with its the provisions hereof, (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment Percentageas then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time, and (v) shall not jointly, exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchasethe contrary contained in this Section 2.01(b), (1) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company shall sell to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Commitment Party Swingline Loans (or such managed funds or accountswhich arrangements are hereby consented to by the Lenders), on including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the Closing Date for the applicable aggregate Per Unit Purchase Priceoutstanding Swingline Loans (such arrangements, the number of Unsubscribed Units equal to “Swingline Back-Stop Arrangements”) and (x) such Commitment Party’s Commitment Percentage multiplied by (y2) the aggregate number Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units Default exists and is continuing until such time as the Requisite Commitment Parties may determine 51 #93457508v14 (c) On any Business Day, the Swingline Lender may, in their its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that in no event provided, that, such notice shall such rounding reduce be deemed to have been automatically given upon the aggregate commitment occurrence of such Commitment Parties). The obligations a Default or an Event of Default under Section 11.05 or upon the exercise of any of the Commitment Parties to purchase remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Unsubscribed Units as described in this Section 2.2(bBorrowing, a “Mandatory Borrowing”) shall be referred made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each 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 any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided, that, (A) 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 (B) 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Collateral Agent shall have the right to establish Reserves, subject to the proviso in the definition thereof, in such amounts, and with respect to such matters, as the “Rights Offering Backstop Commitment”Collateral Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which reserves shall reduce the then existing Borrowing Base in an amount equal to such reserves). (i) In the event that the Borrowers are unable to comply with the Borrowing Base limitations set forth in Section 2.01(a) or (ii) the Borrowers are unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrowers (on a joint and several basis), in either case 52 #93457508v14 (f) If the Initial Revolving Commitment Termination Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Commitment Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Initial Revolving Commitment Termination Date); provided, that, if on the occurrence of the Initial Revolving Commitment Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Revolving Commitment Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Commitment Termination Date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with an A Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "A Term Loan" and collectively, the "A Term Loans") to the Borrower, which A Term Loans shall (i) at the option of the BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the Borrower pursuant to Section 1.09, PROVIDED that prior to the Syndication Date, A Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (ii) be made and maintained in Dollars, and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment Party agreesseverally agrees to make on the Initial Borrowing Date a term loan or term loans (each a "B Term Loan" and collectively, severally the "B Term Loans") to the Borrower, which B Term Loans shall (in accordance with its Commitment Percentagei) at the option of the Borrower, be incurred and not jointlymaintained as, to fully exercise (and/or converted into, Base Rate Loans or cause certain one or more Borrowings of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that Eurodollar Loans having such Interest Periods as are issued to it (or such managed funds or accounts) selected by the Borrower pursuant to Section 1.09, PROVIDED that prior to the Rights OfferingSyndication Date, B Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (ii) be made and maintained in Dollars, and duly purchase all Rights Offering Units issuable (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to it any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein (including, on and after the initial Additional Revolving Loan Commitment Date, Section 1.14), each Bank with a Revolving Loan Commitment severally agrees to make to the Borrower at any time and from time to time on or after the Merger Date and prior to the Revolving Loan Maturity Date, a loan or loans (each a "Revolving Loan" and collectively the "Revolving Loans"), which Revolving Loans (i) shall be made and maintained in Dollars, (ii) at the option of the Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that prior to the Syndication Date all such exerciseRevolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not exceed (immediately after giving effect to the making thereof and the Plan; provided use of the proceeds thereof) for any Bank that aggregate principal amount which, when added to the sum of (x) the aggregate principal amount of all other Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Revolving Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time. (A) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any Defaulting Commitment Party time and from time to time after the Merger Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (w) shall be liable made and maintained in Dollars and as Base Rate Loans, (x) may be repaid and reborrowed in accordance with the provisions hereof, (y) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount that amount which, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, equals the Total Revolving Loan Commitment then in effect (after giving effect to any changes thereto on such date), and (z) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to Defaulting Bank's or Banks' Revolving Percentage of the outstanding Swingline Loans. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as the Swingline Bank shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks (or all of the Banks, to the extent required under Section 13.12). (B) On any Business Day the Swingline Bank may, in its sole discretion, give notice to the ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Loans (PROVIDED that each Senior Commitment Party that is not such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Defaulting Commitment PartyBorrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all ▇▇ ▇▇▇▇▇ PRO RATA based on each RC Bank's Revolving Percentage, and the Companyproceeds thereof shall be applied directly to repay the Swingline Bank for such outstanding Swingline Loans. Each RC Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding: (v) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (w) whether any conditions specified in Section 5.02 are then satisfied, (x) whether a Default or an Event of Default has occurred and is continuing, (y) the date of such Mandatory Borrowing and (z) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of any breach the commencement of its obligations hereunder. a proceeding under the Bankruptcy Code in respect of the Borrower), each RC Bank (bother than the Swingline Bank) On and subject shall forthwith purchase from the Swingline Bank (without recourse or warranty) such assignment of or participation in the outstanding Swingline Loans as shall be necessary to cause such ▇▇ ▇▇▇▇▇ to share in such Swingline Loans ratably based upon their respective Revolving Percentages, PROVIDED that all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date the respective assignment or participation is purchased and, to the terms and conditions hereofextent attributable to the purchased assignment or participation, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred payable to as the “Rights Offering Backstop Commitment”RC Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein (including, on and after the initial Incremental Revolving Loan Commitment Date, in Section 1.19), (x) each RL Lender severally agrees, at any time and from time to time during the Revolving Credit Period for the respective Dollar Revolving Loan Borrower, to make a revolving loan or revolving loans in Dollars to such Dollar Revolving Loan Borrower (each, a “Dollar Revolving Loan” and, collectively, the “Dollar Revolving Loans”) and (y) each Alternate Currency RL Lender with an Alternate Currency Revolving Loan Sub-Commitment relating to a given Alternate Currency Revolving Loan Sub-Tranche severally agrees, at any time and from time to time during the Revolving Credit Period for the respective Alternate Currency Revolving Loan Borrower, to make a revolving loan or revolving loans to such Alternate Currency Revolving Loan Borrower under such Alternate Currency Revolving Loan Sub-Tranche in the respective Available Currency elected by such Alternate Currency Revolving Loan Borrower (each, an “Alternate Currency Revolving Loan” and, collectively, the “Alternate Currency Revolving Loans”) (with the revolving loans made to the various Borrowers pursuant to this Section 1.01(a) being herein called a “Revolving Loan” and, collectively, the “Revolving Loans”), which Revolving Loans: (i) shall, in the case of Dollar Revolving Loans, at the option of the respective Dollar Revolving Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided herein, all Dollar Revolving Loans comprising the same Borrowing shall be of the same Type; (ii) shall, in the case of Alternate Currency Revolving Loans, be made and maintained in the respective Available Currency elected by the respective Alternate Currency Revolving Loan Borrower, provided that all Canadian Dollar Revolving Loans shall, at the option of the respective Alternate Currency Revolving Loan Borrower, be made by each Alternate Currency RL Lender with a Canadian Dollar Revolving Loan Sub-Commitment either by means of (x) Canadian Prime Rate Loans in Canadian Dollars or (y) the creation and discount of Bankers’ Acceptances in Canadian Dollars on the terms and conditions provided for herein and in Schedule III hereto (the terms and conditions of which shall be deemed incorporated by reference into this Agreement); (iii) may be repaid and reborrowed in accordance with the provisions hereof; provided that Revolving Loans incurred and repaid by Starwood REIT may not be reborrowed; (iv) shall not, in the case of Alternate Currency Revolving Loans made under a given Alternate Currency Revolving Loan Sub-Tranche by any Alternate Currency RL Lender, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Individual Alternate Currency Revolving Loan Sub-Commitment Credit Exposure of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the Alternate Currency Revolving Loan Sub-Commitment of such Alternate Currency RL Lender relating to such Alternate Currency Revolving Loan Sub-Tranche at such time; (v) shall not, in the case of Alternate Currency Revolving Loans made in a given Other Permitted LIBOR-Based Alternate Currency, be made at any time if, at the time of making any such Alternate Currency Revolving Loans and after giving effect thereto, the Aggregate Other Permitted LIBOR-Based Alternate Currency Revolving Credit Exposure relating to such Other Permitted LIBOR-Based Alternate Currency would exceed $35,000,000 at such time; (vi) shall not, in the case of Alternate Currency Revolving Loans, be made at any time if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 at such time; (vii) shall not, in the case of all Revolving Loans, be made at any time if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment at such time or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect; and (viii) shall not, in the case of Dollar Revolving Loans made to Starwood REIT, be made at any time if, after giving effect thereto, the aggregate principal amount of all Dollar Revolving Loans made to Starwood REIT would exceed the Starwood REIT Dollar Revolving Loan Sub-Limit. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Corporation, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (or be required to be made) on any date if, after giving effect thereto, (x) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect or (y) the Individual Revolving Credit Exposure of any RL Lender would exceed its Revolving Loan Commitment as then in effect, and (v) shall not exceed in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. 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 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’ Dollar Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Lenders or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Dollar Revolving Loans by the Corporation (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 such case, a Borrowing (or Borrowings) of Dollar Revolving Loans by the Corporation constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Lender’s Dollar Percentage or, if a Sharing Event then exists, pro rata based on each RL Lender’s RL Percentage (in each case determined on such date, but before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Dollar Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of any Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. If any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Corporation), then each such RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Corporation 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 RL Lenders to share in such Swingline Loans ratably based upon their respective Dollar Percentages or, if a Sharing Event exists on the date otherwise required above, pro rata based upon their respective RL Percentages (in each case determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the respective participation would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first day and at the rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees that any Borrower (other than Starwood REIT) may, in accordance with the procedures established pursuant to Section 1.04, incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”), denominated in an Available Currency requested by such Borrower, pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Initial Borrowing Date and prior to the date which is the Business Day preceding the date which is 30 days prior to the Maturity Date, provided that (i) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Alternate Currency Credit Exposure would exceed $500,000,000 and (ii) no Competitive Bid Loan may be made if, after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Loan Commitment as then in effect. Within the foregoing limits and subject to the terms and conditions hereofset forth in Sections 1.04 and 6, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) Competitive Bid Loans may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderprovisions hereof. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.

The Commitments. (a) On Subject to the 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 each Term Lender agrees to make, a Term Loan in the full amount of such Term Lender's Term Commitment in effect as of the Pre-Funding Borrowing Date to the 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 accordance with Section 4.04(b) of the Depositary Agreement. The Company shall notify each Term Lender of the expected Pre-Funding Borrowing Date not less than one Business Day prior thereto by delivering a Borrowing Request to the Administrative Agent (or, if the Company intends to borrow Eurodollar Term Loans on such date, three Business Days prior thereto). Amounts prepaid in respect of Term Loans may not be reborrowed. (b) Subject to the 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 the Commitment Termination Date and the date of termination of the Revolving Commitments in an aggregate principal amount that will not result in (i) such Revolving Lender's Revolving Exposure exceeding such Lender's Revolving Commitment or (ii) 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 proceeds of such Term Loans set forth in Section 4.02 have been satisfied or waived in accordance with the terms thereof. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts)may borrow, on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”prepay and reborrow Revolving Loans.

The Commitments. (a) On and subject Subject to the terms and conditions hereofset forth herein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including entry as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the BCA Approval OrderLead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment Party agrees, severally of such Lender on the First Restatement Effective Date (in accordance with its Commitment Percentage) and not jointly, before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the termination thereof pursuant to the Rights OfferingSection 4.02(a)(i)). Once repaid, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Initial Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the Confirmation Ordersame Borrowing shall at all times consist of Incremental Term Loans of the same Type, each and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party agreesof 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, severally Incremental Term Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentage) and to make any such Loan to the extent not jointly, to purchase (so made by such branch or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Affiliate.

The Commitments. (a) On Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and subject 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 hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (set forth in accordance with its Commitment Percentage) and not jointlythis Agreement, to fully exercise 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 (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or each such managed funds or accounts) loan, together with any loans made pursuant to a Revolving Loan Increase and Extended Revolving Loans, the Rights Offering“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 duly purchase all Rights Offering Units issuable reborrow Revolving Loans at any time prior to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderRevolving Loan Termination Date. (b) On and subject [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 terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), Borrower on the Closing Date for the applicable in an aggregate Per Unit Purchase Priceprincipal amount not to exceed such Term Lender's Closing Date Term Loan Commitment, the number of Unsubscribed Units equal to which Term Loans (x) such Commitment Party’s Commitment Percentage multiplied by shall be denominated in Dollars and (y) shall, at the aggregate number option of Unsubscribed Unitsthe Borrower and subject to clause (d) below and Section 4.03, rounded among be incurred and maintained as, and/or converted into, Floating Rate Loans or Eurodollar Rate Term Benchmark Loans. Amounts repaid or prepaid in respect of the Commitment Parties solely Term Loans may not be reborrowed. Upon the funding of the Term Loans on the Closing Date, the Closing Date Term Loan Commitments shall terminate. Upon the funding of the 2021 Incremental Term Loans on the 2021 Incremental Effective Date, the 2021 Incremental Term Loan Commitments shall terminate. (d) [Reserved.] (e) Subject to avoid fractional units as Section 4.03, Revolving Loans made after the Requisite Commitment Parties may determine Closing Date shall be, at the option of the Borrower, selected in their sole discretion accordance with Section 2.09, either Floating Rate Loans or Eurodollar Rate Term Benchmark Loans. (provided that f) On the Maturity Date, the Borrower shall repay in no event full the outstanding principal balance of the Loans. Each Advance under this Section 2.01 shall consist of Loans made by each applicable Lender ratably in proportion to such rounding reduce the aggregate commitment Lender’s respective Pro Rata Share of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Advance.

The Commitments. 47 (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Revolving Commitment Termination Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers (on a joint and several basis), which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BCA Approval Orderrespective Borrower, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, Base Rate Loans or LIBOR Loans; provided, that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the Plan; provided that incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Defaulting Commitment Party shall be liable amounts theretofore outstanding pursuant to each Senior Commitment Party that is not a Defaulting Commitment Party, and this Agreement) would cause the Company, as a result Individual Exposure of any breach such Lender to exceed the amount of its obligations hereunderRevolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry of the Confirmation OrderSwingline Lender agrees to make, each Commitment Party agreesat any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, severally a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers (on a joint and several basis), which Swingline Loans (i) shall be denominated in Dollars, (ii) shall be incurred and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with its the provisions hereof, (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment Percentageas then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time, and (v) shall not jointly, exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchasethe contrary contained in this Section 2.01(b), (1) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company shall sell to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Commitment Party Swingline Loans (or such managed funds or accountswhich arrangements are hereby consented to by the Lenders), on including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the Closing Date for the applicable aggregate Per Unit Purchase Priceoutstanding Swingline Loans (such arrangements, the number “Swingline Back-Stop Arrangements”) and (2) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Unsubscribed Units equal to Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such Commitment Party’s Commitment Percentage multiplied by notices from the party or parties originally delivering such notice or notices or (y) of the aggregate number waiver of Unsubscribed Unitssuch Default or Event of Default by the Required Lenders. (c) On any Business Day, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine Swingline Lender may, in their its sole discretion give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that in no event provided, that, such notice shall such rounding reduce be deemed to have been automatically given upon the aggregate commitment occurrence of such Commitment Parties). The obligations a Default or an Event of Default under Section 11.05 or upon the exercise of any of the Commitment Parties to purchase remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Unsubscribed Units as described in this Section 2.2(bBorrowing, a “Mandatory Borrowing”) shall be referred made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Borrowing Base or the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each 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 any Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11); provided, that, (A) 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 (B) 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (d) Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Collateral Agent shall have the right to establish Reserves, subject to the proviso in the definition thereof, in such amounts, and with respect to such matters, as the Collateral Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base (which reserves shall reduce the then existing Borrowing Base in an amount equal to such reserves). (e) (i) In the event that the Borrowers are unable to comply with the Borrowing Base limitations set forth in Section 2.01(a) or (ii) the Borrowers are unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 7, in either case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrowers (on a joint and several basis), in either case solely in the event that the Collateral Agent in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to the Borrowers pursuant to the terms of this Agreement, including Expenses and Fees, which Revolving Loans may only be made as Base Rate Loans (each, an “Rights Offering Backstop CommitmentAgent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earliest of (1) the twentieth (20th) Business Day after such date, (2) the date the respective Borrowers are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (3) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided, that, the Administrative Agent shall not make any Agent Advance to the extent that at the time of the making of such Agent Advance, the amount of such Agent Advance (x) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10.0 % of the Borrowing Base at such time (the “Agent Advance Amount”) or (y) when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Revolving Loan Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrowers shall have no right whatsoever to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 2.04(b). (f) If the Initial Revolving Commitment Termination Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Initial Revolving Commitment Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Initial Revolving Commitment Termination Date); provided, that, if on the occurrence of the Initial Revolving Commitment Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.07), there shall exist sufficient unutilized Extended Revolving Loan Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Initial Revolving Commitment Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the Initial Revolving Commitment Termination Date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth in the Original Credit Agreement, including entry each Original Bank with a Tranche A Term Loan Commitment severally agreed to make, on the Initial Borrowing Date, a term loan (each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) were made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.06) and (ii) were made by each Original Bank in that initial aggregate principal amount as was equal to the Tranche A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) of the BCA Approval OrderOriginal Credit Agreement but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii) of the Original Credit Agreement). The aggregate outstanding principal amount of the Tranche A Term Loans of each Bank, as at the date provided in Schedule I, is accurately set forth in Schedule I. The Tranche A Term Loans of each Bank outstanding immediately prior to the Restatement Effective Date shall remain outstanding after giving effect to the occurrence of the Restatement Effective Date, and shall in no way be affected as a result of the occurrence of the Restatement Effective Date. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche C Term Loan Commitment Party agrees, severally agrees (A) in accordance with its Commitment Percentage) and not jointlythe case of each Continuing Bank, to fully exercise convert into Tranche C Term Loans (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or as hereinafter defined), on the Restatement Effective Date, Original Tranche B Term Loans made by such managed funds or accounts) Continuing Bank pursuant to the Rights Offering, Original Credit Agreement and duly purchase all Rights Offering Units issuable outstanding on the Restatement Effective Date in an aggregate principal amount equal to it the lesser of (x) the aggregate principal amount of such Original Tranche B Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Tranche C Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)), and/or (B) to make, on the Restatement Effective Date, a term loan (each, a "Tranche C Term Loan" and, collectively, the "Tranche C Term Loans") to the Borrower, which Tranche C Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such exerciseTranche C Term Loans pursuant to Section 1.06) and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Tranche C Term Loans converted pursuant to clause (A) above) as is equal to the Tranche C Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, 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, (ii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. On and immediately after the occurrence of the Restatement Effective Date, the Revolving Loan Commitment for each Bank shall be the amount set forth opposite such Bank's name in Schedule I hereto directly below the column entitled "Revolving Loan Commitment" (as same may be (x) reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of assignments to or from such Bank pursuant to Section 1.13 or 13.04(b)), such that the Total Revolving Loan Commitment (as of the Restatement Effective Date) shall represent an increase of $55,000,000 over the Total Revolving Loan Commitment as in effect immediately before the occurrence of the Restatement Effective Date. In connection with such increase, the Borrower shall repay in full all Revolving Loans outstanding immediately prior to the Restatement Effective Date (although Revolving Loans may be incurred hereunder on the Restatement Effective Date in accordance with the provisions hereof, so that the Banks participate in each Borrowing of outstanding Revolving Loans pro rata on the basis of their Revolving Loan Commitments (as in effect on the Restatement Effective Date) as provided herein), it being understood and agreed that the Borrower shall pay all breakage or similar costs of the type described in Section 1.11 incurred by the Banks in connection with any repayment or reborrowing of Revolving Loans. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Bank in its individual capacity agrees to make at any time and from time to time on (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the other Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the Plan; provided proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Defaulting Commitment Party shall Mandatory Borrowing cannot for any reason be liable to each Senior Commitment Party that is not a Defaulting Commitment Partymade on the date otherwise required above (including, and the Companywithout limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each such Bank hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Revolving Loan Commitments pursuant to purchasethe last paragraph of Section 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing Bank shall be referred required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (each an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans: (i) shall be incurred pursuant to a single drawing to be made on the Redemption Date for the purposes described in Section 8.08(a)(i); (ii) shall be denominated in Dollars; (iii) shall not exceed for any Lender, in initial principal amount for the Initial Term Loans being made by such Lender on the Redemption Date, that amount which equals the Initial Term Loan Commitment of such Lender as in effect on the Redemption Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)); and (iv) except as hereinafter provided, shall, at the option of the BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the fifth Business Day after the Initial Borrowing Date) of one month which begins and ends on the same day. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment Party agreesseverally agrees to make, severally at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans: (i) shall be denominated in accordance Dollars; (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights outstanding Initial Term Loans that are issued maintained as Eurodollar Loans, are subject to it an Interest Period (or such managed funds or accounts) pursuant which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the Rights Offering, fifth Business Day after the Initial Borrowing Date) of one month which begins and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, ends on the same day; (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof; and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans: (i) shall be incurred and maintained as Base Rate Loans; (ii) shall be denominated in Dollars; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed in aggregate principal amount at any time outstanding, when added to the aggregate principal amount of all Revolving Loans then outstanding and the Planaggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time; and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders stating that (x) one or more of the conditions specified in Section 5 or 7 are not then satisfied, (y) the making of such Swingline Loans would violate this Section 1.01(c), or (z) a Default or an Event of Default exists and is continuing, until such time as the Swingline Lender shall have received (A) in the case of a notice of the type described in preceding clause (x), (y) or (z), written notice of rescission of all such notices (I) that any such condition specified in Sections 5 and 7 are not then satisfied, (II) that the making of such Swingline Loans would violate this Section 1.01(c) or (III) of Default or Event of Default, as the case may be, from the party or parties originally delivering such notice or notices or (B) in the case of a notice of the type described in preceding clause (z), written notice of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (other than the Swingline Lender) pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (be) On and subject Subject to Section 1.14, the other terms and conditions hereof, including entry of set forth herein and the Confirmation Orderrelevant Incremental Commitment Agreement, each Lender with an Incremental Term Loan Commitment Party agreesseverally agrees to make a term loan or term loans (each, severally (in accordance with its Commitment Percentage) and not jointlyan “Incremental Term Loan” and, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Pricecollectively, the number of Unsubscribed Units equal “Incremental Term Loans”) to the Borrower, which Incremental Term Loans: (i) only may be incurred on one or more Incremental Term Loan Borrowing Dates (which dates, in any event (x) such shall not be earlier than the later of (A) the Syndication Date and (B) the Initial TL Commitment Party’s Commitment Percentage multiplied by Termination Date and (y) shall not be later than the aggregate number Revolving Loan Maturity Date); (ii) except as hereafter provided, shall, at the option of Unsubscribed Unitsthe Borrower, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations all Incremental Term Loans made as part of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bsame Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (iii) shall be referred made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender (as set forth in the relevant Incremental Commitment Agreement) on the respective Incremental Term Loan Borrowing Date; and (iv) shall not at any time exceed, when added to as the “Rights Offering Backstop Commitment”aggregate amount of Incremental Revolving Loan Commitments theretofore provided pursuant to Section 1.14 and the respective Incremental Commitment Agreement, $100,000,000 in aggregate principal amount for all Incremental Term Loans made by all Incremental Lenders pursuant to this Agreement and the various Incremental Commitment Agreements. Once repaid, Incremental Term Loans may not be reborrowed.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (c) [reserved]; and (d) the Borrower may reallocate all or a portion of any Lender’s Dollar Commitments to Multicurrency Commitments or all or a portion of any Lender’s Multicurrency Commitments to Dollar Commitments, in each case by written notice to the Administrative Agent no later than ten (10) Business Days before the date of the proposed reallocation, in form reasonably satisfactory to the Administrative Agent and with the written consent of any Lender whose commitment is being reallocated; provided that any such reallocation (i) may not be made during the five (5) Business Days prior to the Commitment Termination Date or any Interest Payment Date or date of prepayment pursuant to Sections 2.10(a) through (c) and (ii) shall not cause any Lender’s Revolving Dollar Credit Exposure to exceed its Dollar Commitments or cause any Lender’s Revolving Multicurrency Credit Exposure to exceed its Multicurrency Commitments. Upon such reallocation, (i) the specified amount of such Lender’s Dollar Commitments or Multicurrency Commitments, as applicable, shall be deemed to be converted to an increase in such Multicurrency Commitments or Dollar Commitments, as applicable, for all purposes hereof, (ii) each Revolving Lender shall purchase or sell Dollar Loans and/or Multicurrency Loans, as applicable, at par to the other Lenders as specified by the Administrative Agent in an amount necessary such that, after giving effect to all such purchases and sales, each Revolving Lender shall have funded its pro rata share of the entire amount of the then outstanding Dollar Loans and Multicurrency Loans and (iii) the Borrower shall pay to the Revolving Lenders of each Class the amounts, if any, payable under Section 2.15 as a result of any resulting prepayment. Within the foregoing limits and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Priceset forth herein, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed UnitsBorrower may borrow, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”prepay and reborrow Revolving Loans.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with a Commitment severally agrees to make a term loan or term loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans: (i) may only be incurred pursuant to a single drawing on the Borrowing Date relating to a Collateral Vessel, which shall occur in each case on or after the Closing Date and prior to the Commitment Termination Date for such Collateral Vessel, (ii) shall be denominated in Dollars and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Commitment of such Lender on the relevant Borrowing Date (determined before giving effect on such Borrowing Date to the termination thereof on such date pursuant to Section 3.03). Once repaid, Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, in no event will the principal amount of the BCA Approval Order, each Commitment Party agrees, severally Loans made on the Borrowing Date in respect of a Collateral Vessel exceed the lesser of (A) the applicable amount set forth opposite the Collateral Vessel with respect to which Loans are made on the Borrowing Date (a “Relevant Vessel”) under the heading “Maximum Loan Amount” in accordance with its Commitment PercentageSchedule VI hereto and (B) and not jointly, to fully exercise (or cause certain 60% of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, Appraised Value of the Relevant Vessel as determined in accordance with the Rights Offering Procedures Appraisals delivered in connection with the Collateral and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderGuaranty Requirements for such Relevant Vessel. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan or Initial Term Loans 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 BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans or LIBO Rate Loans, provided that except as otherwise specifically provided in Section 3.01(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date (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 Commitment Party Revolving Lender agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make revolving credit loans denominated in U.S. Dollars and Alternative Currencies (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise“Revolving Loans”) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights OfferingBorrower, at any time and duly purchase all Rights Offering Units issuable from time to it pursuant time on and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the Commitment of such exercise, Revolving Lender in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and an aggregate principal amount at any time outstanding that will not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to result in such Commitment Party (or ▇▇▇▇▇▇’s Revolving Exposure exceeding such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment PartyLender’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (Revolving Commitment; provided that in no event at the time of any Borrowing of Alternative Currency Loans shall such rounding reduce the aggregate commitment Revolving Exposure of such Commitment Parties)all Revolving Lenders denominated in Euros and Pounds Sterling exceed the Alternative Currency Sublimit. The obligations of Within the Commitment Parties limits set forth above and subject to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders exceeding the aggregate Dollar Commitments at such time or (iii) the Covered Debt Amount exceeding the Borrowing Base then in effect; 57 Revolving Credit Agreement (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars and in Agreed Foreign Currencies to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders exceeding the aggregate Multicurrency Commitments at such time or (iii) the Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the BCA Approval Ordersame Type, each Commitment Party agrees, severally (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Defaulting Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting Lenders' RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Borrowing Base or Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bd) On Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower's and each Wholly-Owned Subsidiary Guarantor's Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(p) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event the Borrower is unable to comply with (i) the Borrowing Base limitations set forth in Sections 2.01(a) or (ii) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an "Agent Advance") for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the "Agent Advance Period"). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment at such time. It is understood and agreed that, subject to the terms and conditions hereofrequirements set forth above, including entry of Agent Advances may be made by the Confirmation Order, each Commitment Party agrees, severally (Administrative Agent in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided and that in the Borrower shall have no event shall such rounding reduce right to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties Lenders pursuant to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”2.04.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time after the Closing Date and prior to the Final Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BCA Approval OrderBorrower, each Commitment Party agreesbe incurred and maintained as, severally and/or converted into, ABR Loans or Eurodollar Loans; provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the Plan; provided that incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any Defaulting Commitment Party shall be liable amounts theretofore outstanding pursuant to each Senior Commitment Party that is not a Defaulting Commitment Party, and this Agreement) would cause the Company, as a result Individual Exposure of any breach such Lender to exceed the amount of its obligations hereunderRevolving Loan Commitment at such time and (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment as then in effect or (B) the Aggregate Exposure to exceed the Borrowing Base at such time. (a) [Reserved]. (b) On and subject to [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) In the terms and conditions hereof, including entry event that the Aggregate Exposure is less than the lesser of (i) 25.0% of the Confirmation OrderTotal Revolving Loan Commitment and (ii) $18,750,000 (the “Minimum Outstanding Amount”) at any time, each Commitment Party agreesthe Borrower shall, severally (within three Business Days, request Loans in accordance with its Commitment Percentage) and not jointly, an amount sufficient to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts the Aggregate Exposure to purchase), and be no less than the Company shall sell Minimum Outstanding Amount after giving effect to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Borrowing.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank severally agrees to make on and after the Effective Date and prior to the Final Maturity Date a revolving loan or revolving loans (each a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower, which Revolving Loans: (i) shall, at the option of the BCA Approval OrderBorrower, each Commitment Party agreesbe Base Rate Loans or Eurodollar Loans, severally provided that, 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; (in accordance with its Commitment Percentageii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof; (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time; and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank in its individual capacity agrees to make at any time and from time to time after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans: (i) shall be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the PlanLetter 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, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date); and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all such Banks pro rata based on each such Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Senior Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment Party or the Adjusted Total Revolving Loan Commitment at such time. In the event that is any Mandatory Borrowing cannot a Defaulting Commitment Partyfor any reason be made on the date otherwise required above (including, and the Companywithout limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each such Bank hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) but adjusted for any payments received from the Borrower on or after such date and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell prior to such Commitment Party purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (or such managed funds or accountsdetermined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to ; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing Bank shall be referred required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On and subject Subject to the terms and conditions hereofhereof and in reliance upon the representations, including entry warranties and covenants of the BCA Approval OrderBorrower herein, each Commitment Party Bank agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise make the following loans: (or cause certain of its a) On the terms and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant subject to the Rights Offeringconditions hereof, each Bank severally agrees to make Revolving Loans to the Borrower on a revolving basis at any time and duly purchase all Rights Offering Units issuable from time to it pursuant time from the Closing Date to such exercisethe Termination Date, during which period the Borrower may borrow, repay and reborrow in accordance with the Rights Offering Procedures and provisions hereof, provided, that no Revolving Loan will be made in any amount which, after giving effect thereto, would cause the Plan; provided that any Defaulting Total Outstandings (after application of the Revolving Loan to pay an outstanding Swing Line Loan) to exceed the lesser of (i) the Aggregate Revolving Commitment Party Amounts, or (ii) the Borrowing Base. Revolving Loans hereunder shall be liable made by the several Banks ratably in the proportion of their respective Revolving Commitment Amounts. Revolving Loans may be obtained and maintained, at the election of the Borrower but subject to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Companylimitations hereof, as a result of Prime Rate Advances or LIBOR Advances or any breach of its obligations hereundercombination thereof. (b) On the terms and subject to the terms and conditions hereof, including entry of the Confirmation OrderSwing Line Bank severally agrees to make Swing Line Loans to the Borrower on a revolving basis at any time and from time to time from the Closing Date to the Termination Date, each Commitment Party agreesduring which period the Borrower may borrow, severally (repay and reborrow in accordance with its the provisions hereof, provided, that no Swing Line Loan will be made in any amount which, after giving effect thereto, would cause the Total Outstandings to exceed the lesser of (i) the Aggregate Revolving Commitment PercentageAmounts, or (ii) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)the Borrowing Base, and provided, further that the Company total outstanding Swing Line Loans shall sell to such not exceed the Swing Line Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)Amount. The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) Swing Line Loans shall be referred to as the “Rights Offering Backstop Commitment”Daily Floating LIBOR Advances.

The Commitments. (a) On Subject to the terms and conditions set forth herein, each Dollar Lender agrees to make Syndicated Loans in Dollars to the Company and the Domestic Subsidiary Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Dollar Credit Exposure exceeding such Lender’s Dollar Sub-Commitment, or (ii) the sum of the total Credit Exposures plus the Dollar Amount of all outstanding Competitive Loans exceeding the Total Commitments. (b) Subject to the terms and conditions set forth herein, each Multicurrency Lender agrees to make Syndicated Loans in Dollars or in any Agreed Foreign Currency to the Company and the Domestic Subsidiary Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Sub-Commitment, (ii) the Dollar Amount of all outstanding Syndicated Loans denominated in Agreed Foreign Currencies exceeding $150,000,000 or (iii) the sum of the total Credit Exposures plus the Dollar Amount of all outstanding Competitive Loans exceeding the Total Commitments. (c) Subject to the terms and conditions set forth herein, each Multicurrency Lender agrees to make Syndicated Loans in Dollars or in any Agreed Foreign Currency to each of the Initial Foreign Subsidiary Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Sub-Commitment, (ii) the Dollar Amount of all outstanding Syndicated Loans denominated in Agreed Foreign Currencies exceeding $150,000,000 or (iii) the sum of the total Credit Exposures plus the Dollar Amount of all outstanding Competitive Loans exceeding the Total Commitments. (d) Subject to the terms and conditions set forth herein, each Approving Relevant Lender agrees to make Syndicated Loans in Dollars or in any Agreed Foreign Currency to any Future Foreign Subsidiary Borrower for such Approving Relevant Lender from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Sub-Commitment, (ii) the Dollar Amount of all outstanding Syndicated Loans denominated in Agreed Foreign Currencies exceeding $150,000,000 or (iii) the sum of the total Credit Exposures plus the Dollar Amount of all outstanding Competitive Loans exceeding the Total Commitments. Notwithstanding anything to the contrary, no Lender shall be required to make Syndicated Loans to any Future Foreign Subsidiary Borrower in any Foreign Currency unless such Lender is an Approving Relevant Lender with respect to such Foreign Subsidiary Borrower and such Lender has agreed to lend to such Foreign Subsidiary in such Foreign Currency. (e) Within the foregoing limits and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Priceset forth herein, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed UnitsBorrowers may borrow, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”prepay and reborrow Syndicated Loans.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Bank with a Term Loan Commitment Party agrees, severally agrees (A) in accordance the case of each Continuing Bank with its Commitment Percentage) and not jointlya Term Loan Commitment, to fully exercise convert into Term Loans (or cause certain of its each a "Term Loan Conversion," and its affiliates’ managed funds and/or accounts together, the "Term Loan Conversions"), on the Restatement Effective Date, Existing Term Loans made by such Continuing Bank to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the Borrower pursuant to the Rights Offering, Existing Credit Agreement and duly purchase all Rights Offering Units issuable outstanding on the Restatement Effective Date and (B) in the case of New Banks with a Term Loan Commitment and in the case of any Continuing Bank whose Term Loan Commitment is greater than the aggregate outstanding principal amount of Existing Term Loans made by such Continuing Bank to it the Borrower pursuant to such exercisethe Existing Credit Agreement and outstanding on the Restatement Effective Date, in accordance prior to the Restatement Effective Date, on the Restatement Effective Date, to make a term loan (together with each Term Loan Conversion, each, a "Term Loan" and, collectively, the Rights Offering Procedures and "Term Loans") to the PlanBorrower, which Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) shall not exceed for any Defaulting Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment Party of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 2.03(b)) and (iii) shall not exceed for all Banks at any time an aggregate principal amount which, when added to the aggregate amount of all outstanding Revolving Loans at such time, and all Letter of Credit Outstandings at such time and the aggregate outstanding amount of all other Net Adjusted Consolidated Indebtedness at such time, equals the Borrowing Base at such time. Once repaid, Term Loans incurred hereunder may not be reborrowed. To the extent that any Continuing Bank's Term Loan Commitment is less than the amount of Existing Term Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date immediately prior to the Restatement Effective Date, the proceeds of other Term Loans shall be liable used to each Senior Commitment Party that is not a Defaulting Commitment Party, and repay such Continuing Bank the Company, as a result amount of any breach of its obligations hereundersuch Continuing Bank's Existing Term Loans which exceeds such Term Loan Commitment. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Bank with a Revolving Loan Commitment Party agrees, severally agrees (A) in accordance the case of each Continuing Bank with its Commitment Percentage) and not jointlya Revolving Loan Commitment, to purchase convert into Revolving Loans (or cause certain of its each a "Revolving Loan Conversion," and its affiliates’ managed funds and/or accounts to purchase)together, and the Company shall sell to such Commitment Party (or such managed funds or accounts"Revolving Loan Conversions"), on the Closing Restatement Effective Date, Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date for and (B) in the applicable case of New Banks with a Revolving Loan Commitment and in the case of any Continuing Bank whose Revolving Loan Commitment is greater than the aggregate Per Unit Purchase Priceoutstanding principal amount of Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, prior to the Restatement Effective Date, at any time and from time to time on or after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a loan or loans (together with each Revolving Loan Conversion, each a "Revolving Loan" and, collectively, the number "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of Unsubscribed Units equal the Borrower, be Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) prior to the Syndication Termination Date, only Borrowings of Eurodollar Loans with an Interest Period of one week may be incurred, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Commitment Party’s Commitment Bank's Percentage multiplied by and (y) the aggregate number amount of Unsubscribed Unitsall Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, rounded among and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment Parties solely of such Bank at such time and (iv) shall not exceed for all Banks at any time that aggregate principal amount which, when added to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment amount of all Letter of Credit Outstandings at such Commitment Parties). The obligations time and all outstanding Term Loans at such time and the aggregate outstanding amount of all other Net Adjusted Consolidated Indebtedness at such time, equals the Commitment Parties to purchase Borrowing Base at such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”time.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date for its Revolving Loan Commitment, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in the respective Available Currency elected by the Borrower, (ii) shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, Eurodollar Loans, Euro Denominated Loans or Sterling Denominated Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the BCA Approval Ordersame Type, each Commitment Party agrees, severally (in accordance with its Commitment Percentageiii) may be repaid and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the lesser of (A) the Total Commitment and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (v) in the case of any Borrowing of (A) Euro Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Euro Denominated Obligations to exceed the Maximum Euro Denominated Obligations Amount or (B) Sterling Denominated Loans shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Sterling Denominated Obligations to exceed the Maximum Sterling Denominated Loan Amount. (b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (v) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (vi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Borrowing Base or Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunderthe Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the 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 interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (bd) On Notwithstanding anything to the contrary in Section 2.01(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including, without limitation, reserves with respect to (i) sums that the Borrower is or will be required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid (including, without limitation, a Rent Reserve against Eligible Inventory included in the Borrowing Base) and (ii) amounts owing by the Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(o) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (e) In the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of repayment of the Obligations, or (iii) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including, without limitation, expenses and Fees, in the event the Borrower is unable to comply with (A) the Borrowing Base limitations set forth in Sections 2.01(a) or (B) the conditions precedent to the making of Revolving Loans or the issuance of Letters of Credit set forth in Section 7, (x) the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, which, in each case, may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a Notice of Borrowing requesting an Agent Advance until the earlier of (i) the twentieth Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto or (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance, either (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrower at such time, would exceed 10% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (II) which are incurred as Revolving Loans, when added to the Aggregate Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the Total Commitment at such time. It is understood and agreed that, subject to the terms and conditions hereofrequirements set forth above, including entry of Agent Advances may be made by the Confirmation Order, each Commitment Party agrees, severally (Administrative Agent in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided and that in the Borrower shall have no event shall such rounding reduce right to require that any Agent Advances be made. Agent Advances will be subject to periodic settlement with the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties Lenders pursuant to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”2.04.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an A Term Loan Commitment severally agrees to make a term loan or term loans (each, an “A Term Loan” and, collectively, the “A Term Loans”) to the Borrower, which A Term Loans (i) shall be incurred pursuant to a single drawing on the Restatement Effective Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the A Term Loan Commitment Party agreesof such Lender on the Restatement Effective Date. Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a “B Term Loan” and, collectively, the “B Term Loans”) to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Restatement Effective Date, (ii) shall be denominated in accordance with its Commitment PercentageDollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and not jointlymaintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of B Term Loans to fully exercise be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (or cause certain or, if later, the last day of its the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans that are issued maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the B Term Loan Commitment of such Lender on the Restatement Effective Date. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to it (and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or such managed funds or accounts) pursuant after the Restatement Effective Date and prior to the Rights OfferingRevolving Loan Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and duly purchase all Rights Offering Units issuable (B) unless the Administrative Agent otherwise has agreed or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Revolving Loans to it pursuant be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such exerciseBorrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (d) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche on the respective Incremental Term Loan Borrowing Date. Once repaid, Incremental Term Loans may not be reborrowed. (e) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (f) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Senior Commitment Party that is Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Defaulting Commitment PartyDefault or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the Companyamount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each RL Lender hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Revolving Loan Commitments pursuant to purchasethe last paragraph of Section 11), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to 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 Commitment Party’s Commitment Percentage multiplied by date, and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing RL Lender shall be referred 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 interest rate otherwise applicable to Revolving Loans maintained as the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Bank with an A Term Loan Commitment Party agreesseverally agrees to make, severally on the Original Restatement Effective Date, a term loan (in accordance with its Commitment Percentageeach, an "A Term Loan" and, collectively, the "A Term Loans") and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, which A Term Loans (i) shall be made and initially maintained as a result single Borrowing of Base Rate Loans (subject to the option to convert such A Term Loans pursuant to Section 1.06) and (ii) shall not exceed for any breach Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of its obligations hereundersuch Bank on such date. Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with a B Term Loan Commitment severally agrees to make, on the Original Restatement Effective Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Company, which B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date. Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a C Term Loan Commitment severally agrees to make, on the Original Restatement Effective Date, a term loan (each a "C Term Loan" and, collectively, the "C Term Loans") to the Company, which C Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such C Term Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the C Term Loan Commitment of such Bank on such date. Once repaid, C Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a D Term Loan Commitment severally agrees to make, at any time and from time to time after the Restatement Effective Date but on or prior to the D Term Loan Termination Date, a loan or loans (each a "D Term Loan" and, collectively, the "D Term Loans") to the Company, which D Term Loans (i) shall, at the option of the Confirmation OrderCompany, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all D Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) prior to the Syndication Termination Date, Eurodollar Loans may only be incurred on the Initial D Term Loan Eurodollar Loan Borrowing Date and/or on a monthly anniversary thereof and may not have an Interest Period in excess of one month, and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the D Term Loan Commitment of such Bank at such time (before giving effect to any reductions thereto on such date pursuant to Section 3.03(e)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(e)(iii)). Once repaid, D Term Loans incurred hereunder may not be reborrowed. (e) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment Party agreesseverally agrees at any time and from time to time after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, severally to make a revolving loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Company, which Revolving Loans: (I) shall, at the option of the Company, 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 Syndication Termination Date, Eurodollar Loans may only be incurred on the Initial Revolving Loan Eurodollar Loan Borrowing Date and on a monthly anniversary thereof and may not have an Interest Period in excess of one month, provided that, to the extent that only one Bank has and maintains 100% of the Total Revolving Loan Commitment during the period from the Initial Revolving Loan Eurodollar Loan Borrowing Date to the Syndication Termination Date and such Bank so consents, then Revolving Loans may be incurred and maintained as Eurodollar Loans prior to the Syndication Termination Date on the terms and conditions set forth in this Agreement but without regard to the restrictions contained in this clause (B); (II) may be repaid and reborrowed in accordance with its Commitment Percentagethe provisions hereof; (III) and shall not jointlyexceed for any Bank at any time outstanding that aggregate principal amount which, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal when added to (x) such Commitment Party’s Commitment Percentage multiplied by (yA) the aggregate number amount of Unsubscribed Units, rounded among all other outstanding Revolving Loans made by such Bank and (B) the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion product of (provided that in no event shall i) such rounding reduce Bank's RL Percentage and (ii) the aggregate commitment amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Available Revolving Loan Commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase Bank at such Unsubscribed Units as described in this Section 2.2(btime; and (IV) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals an amount equal to the Borrowing Base at such time. Notwithstanding anything to the contrary contained above, Revolving Loans may not be referred to as incurred on the “Rights Offering Backstop Commitment”Restatement Effective Date.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with an Adience B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each an "Adience B Term Loan" and, collectively, the "Adience B Term Loans") to Adience, which Adience B Term Loans (i) shall be made and maintained in Dollars, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Adience B Term Loans pursuant to Section 1.06) and (iii) shall be made by each such Bank in that initial aggregate principal amount as is equal to the Adience B Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Adience B Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Newco A Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "Newco A Term Loan" and, collectively, the "Newco A Term Loans") to Newco, which Newco A Term Loans (i) shall be made and maintained in Pounds Sterling and (ii) shall be made by each such Bank in that initial aggregate principal amount as is equal to the Newco A Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Newco A Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Newco B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "Newco B Term Loan" and, collectively, the "Newco B Term Loans") to Newco, which Newco B Term Loans (i) shall be made and maintained in Dollars, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Newco B Term Loans pursuant to Section 1.06) and (iii) shall be made by each such Bank in that initial aggregate principal amount as is equal to the Newco B Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(d)(ii)). Once repaid, Newco B Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Revolving Loan Borrowers, which Revolving Loans (i) shall, in the case of Revolving Loans made to Adience, be made and maintained in Dollars (each a "Dollar Revolving Loan" and, collectively, the "Dollar Revolving Loans"), which Dollar Revolving Loans shall, at the option of Adience, be incurred and maintained as, and/or converted into, Base Rate Loans and Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Dollar Revolving Loans comprising the same Borrowing shall at all times be of the BCA Approval Order, each Commitment Party agrees, severally same Type and (in accordance with its Commitment PercentageB) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the Rights Offeringearlier of (1) the 60th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) shall, in the case of Revolving Loans made to ▇▇▇▇▇▇▇▇, be made and duly purchase all Rights Offering Units issuable to it pursuant to such exercisemaintained in Pounds Sterling (each a "Sterling Revolving Loan" and, collectively, the "Sterling Revolving Loans"), (iii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iv) shall not exceed for any Bank at the time of the making of any such Revolving Loans, and after giving effect thereto, that aggregate principal amount (for this purpose, using the Dollar Equivalent of each outstanding Sterling Revolving Loan) which, when added to the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Bank (for this purpose, using the Dollar Equivalent of each Sterling Revolving Loan then outstanding from such Bank) and (II) the product of (A) such Bank's RL Percentage and (B) the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, (v) shall not, in the case of Dollar Revolving Loans, at any time exceed in aggregate outstanding principal amount, when added to (x) the aggregate amount of all Adience Letter of Credit Outstandings (exclusive of any Unpaid Drawings with respect thereto which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Dollar Revolving Loans) and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of Dollar Revolving Loans), the amount of the Dollar Revolving Sub-Limit and (vi) shall not, in the case of Sterling Revolving Loans, at any time exceed in aggregate outstanding principal amount, when added to the aggregate amount of all ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings (exclusive of any Unpaid Drawings with respect thereto which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Sterling Revolving Loans), the amount of the Sterling Revolving Sub-Limit. (e) Subject to and upon the terms and conditions set forth herein, BTCo in its individual capacity agrees to make, from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to Adience, which Swingline Loans (i) shall be made and maintained in Dollars, (ii) shall be made and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of each outstanding Sterling Revolving Loan) then outstanding and the Plan; Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date), (v) shall not exceed in the aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Dollar Revolving Loans then outstanding and the Adience Letter of Credit Outstandings at such time, an amount equal to the Dollar Revolving Sub-Limit and (vi) shall not exceed in aggregate principal amount at any time outstanding, the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(e), BTCo shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as BTCo shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Administrative Agent in good faith believes such Default or Event of Default has ceased to exist. (f) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Senior Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment Party at such time or the Dollar Revolving Sub-Limit. In the event that is any Mandatory Borrowing cannot a Defaulting Commitment Partyfor any reason be made on the date otherwise required above (including, and the Companywithout limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to Adience), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any breach payments received from Adience on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of its obligations hereunder. (b) On and subject the Revolving Loan Commitments pursuant to the terms and conditions hereof, including entry last paragraph of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely purchasing Bank shall be required to avoid fractional units as pay BTCo interest on the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations principal amount of the Commitment Parties participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to purchase but excluding the date of payment for such Unsubscribed Units participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to the terms and conditions set forth herein: (a) On each Dollar Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; (b) each Multicurrency Lender severally agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and (c) each Term Lender severally agrees to make a Term Loan in Dollars to the Borrower on the Second Amendment Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Initial Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry of the BCA Approval OrderBorrower may borrow, each Commitment Party agrees, severally (in accordance prepay and reborrow Revolving Loans. Amounts repaid or prepaid with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant respect to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties)reborrowed. The obligations Term Commitment of the Commitment Parties to purchase each Term Lender shall automatically terminate upon such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Term Lender fully funding its Term Commitment”.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with a Term Loan Commitment severally agrees to make a term loan (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred by the Borrower on the Restatement Effective Date, (ii) shall, at the option of the BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED THAT, (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Restatement Effective Date or on or prior to the sixth Business Day after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iii) shall be made by each such Bank in that aggregate principal amount which does not exceed the Term Loan Commitment of such Bank on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment Party agreesseverally agrees (I) to convert, severally (in accordance with its Commitment Percentage) and not jointlyon the Restatement Effective Date, Existing Revolving Loans made by such Bank to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the Borrower pursuant to the Rights OfferingExisting Credit Agreement and outstanding on the Restatement Effective Date into a Borrowing of Revolving Loans hereunder and (II) at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, to make one or more additional Revolving Loans to the Borrower, all of which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Restatement Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and duly purchase all Rights Offering Units issuable to it pursuant to the first of which Borrowings may only be made on the same day as the first day of the first Interest Period of the Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such exerciseBorrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing), (ii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the lesser of (A) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (B) the Total Available Revolving Loan Commitment at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Plan; aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the lesser of (A) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (B) the Total Available Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (x) the Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans and (y) the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the waiver of such Default or Event of Default by the Required Banks. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks with a Revolving Loan Commitment that the Swingline Bank's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all such Banks PRO RATA based on each such Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Borrowing Base or the Total Available Revolving Loan Commitment at such time. In the event that any Defaulting Commitment Party shall Mandatory Borrowing cannot for any reason be liable to each Senior Commitment Party that is not a Defaulting Commitment Partymade on the date otherwise required above (including, and the Companywithout limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each such Bank hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective RL Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Revolving Loan Commitments pursuant to purchasethe last paragraph of Section 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing Bank shall be referred required to as pay the “Rights Offering Backstop Commitment”Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with a Term Loan Commitment severally agrees to make, (x) on the Restatement Effective Date (in the case of Term Loans other than Delayed-Draw Term Loans) and (y) on or before the Delayed-Draw Commitment Expiration Date (in the case of Delayed-Draw Term Loans), a term loan or term loans (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the BCA Approval OrderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of the fifth day after the Restatement Effective Date and the date on which the initial syndication of the credit facilities provided for in this Agreement is completed, as determined by the Agents (the "Syndication Date"), (ii) if made on the Restatement Effective Date, shall not exceed for any Bank that amount which equals the Term Loan Commitment of such Bank less the Delayed Draw Commitment of such Bank, each as in effect on the Restatement Effective Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(a)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(a)(ii)), and (iii) if made on the Earnout Payment Date, shall not exceed (A) for any Bank that amount which equals the Delayed-Draw Commitment Party of such Bank on the Earnout Payment Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)) and (B) for all Banks the amount of the Earnout. The Delayed-Draw Term Loans may only be incurred on the date (the "Earnout Payment Date") on which the Earnout is paid and shall not exceed the amount of the Earnout. Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, severally (in accordance with its Commitment Percentage) at any time and not jointlyfrom time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to fully exercise make a revolving loan or revolving loans (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exerciseeach a "Revolving Loan" and, collectively, the "Revolving Loans") all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights OfferingBorrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and duly purchase maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Rights Offering Units issuable Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no Borrowings of Revolving Loans maintained as Eurodollar Loans may be incurred prior to it pursuant to such exercisethe earlier of the fifth day after the Restatement Effective Date and the Syndication Date, (ii) may be repaid and reborrowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Plan; Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default no longer exists. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that any Defaulting Commitment Party such notice shall be liable deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Senior Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 6, (iii) any Default or Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment Party or the Adjusted Total Revolving Loan Commitment at such time. In the event that is any Mandatory Borrowing cannot a Defaulting Commitment Partyfor any reason be made on the date otherwise required above (including, and the Companywithout limitation, as a result of any breach the commencement of its obligations hereunder. (b) On and subject a proceeding under the Bankruptcy Code with respect to the terms and conditions hereofBorrower), including entry then each such Bank hereby agrees that it shall forthwith purchase (as of the Confirmation Orderdate the Mandatory Borrowing would otherwise have occurred, each Commitment Party agrees, severally but adjusted for any payments received by the Swingline Bank from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (in accordance with its Commitment Percentage) and not jointly, determined before giving effect to purchase (or cause certain any termination of its and its affiliates’ managed funds and/or accounts the Revolving Loan Commitments pursuant to purchasethe last paragraph of Section 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely purchasing Bank shall be required to avoid fractional units as pay the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce Swingline Bank interest on the aggregate commitment of such Commitment Parties). The obligations principal amount of the Commitment Parties participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to purchase but excluding the date of payment for such Unsubscribed Units participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. Subject to the terms and conditions set forth herein: (a) On Each Term B Lender severally agrees to make a Term B Loan in Dollars to the Borrower on the Fifth Restatement Effective Date in a principal amount not exceeding its Term B Commitment. The full amount of the Term B Loans pursuant to the Term B Commitment must be drawn in a single drawing on the Fifth Restatement Effective Date. Amounts repaid or prepaid in respect of Term B Loans may not be reborrowed. Term B Loans may be ABR Loans or Term SOFR Loans, as further provided herein. (b) Each Revolving Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitment or (iii) the aggregate amount of Revolving Credit Exposures denominated in Foreign Currencies exceeding the Aggregate Foreign Currency Sublimit Dollar Amount. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, including entry the Borrower may borrow, prepay and reborrow Revolving Loans. Revolving Loans may be ABR Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans or Term SOFR Loans, as further provided herein; provided that, for the avoidance of the BCA Approval Orderdoubt, each Commitment Party agrees, severally (any Existing Revolving Loans denominated in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights Dollars that are issued to it (or such managed funds or accounts) pursuant outstanding immediately prior to the Rights Offering, and duly purchase all Rights Offering Units issuable Fifth Restatement Effective Date shall continue to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not bear interest at a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. (b) On and subject rate per annum equal to the terms and conditions hereof, including entry of “Eurocurrency Rate” (as defined in the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment PercentageFourth Restated Credit Agreement) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, Interest Period for such Borrowing as in effect immediately prior to the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) Fifth Restatement Effective Date plus the aggregate number of Unsubscribed Units, rounded among Applicable Rate until the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment end of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.Interest Period..

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Bank with a Term Loan Commitment severally agrees to make, on the Third Restatement Effective Date, a term loan or term loans (each a "Term Loan" and collectively the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the BCA Approval OrderBorrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Third Restatement Effective Date), (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Term Loan Commitment of such Bank on the Third Restatement Effective 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)) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Commitment Party Bank severally agrees, severally (in accordance with its Commitment Percentage) at any time and not jointlyfrom time to time after the Third Restatement Effective Date and prior to the Revolving Loan Maturity Date, to fully exercise make a revolving loan or revolving loans (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exerciseeach, a "Revolving Loan" and, collectively, the "Revolving Loans") all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights OfferingBorrowers, which Revolving Loans (i) shall, at the option of the Borrowers, 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) no more than five Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowings of Eurodollar Loans, except as set forth in Section 1.09(viii), may only have an Interest Period of one month, and duly purchase all Rights Offering Units issuable to it pursuant to such exercisemay only be made on the Third Restatement Effective Date) and, in the case of any Existing Revolving Loans that continue as set forth in Section 5.15(ii), on the date the Interest Periods applicable thereto shall end as set forth in Section 1.09(viii), (ii) may be repaid and rebor- rowed in accordance with the Rights Offering Procedures provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultane- ously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclu- sive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Third Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $348,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Third Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the PlanLetter of Credit Outstand- ings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall be the joint and several obligations of each of the Borrowers. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Sec- tion 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Defaulting Commitment Party shall Mandatory Borrowing cannot for any reason be liable to each Senior Commitment Party that is not a Defaulting Commitment Partymade on the date otherwise required above (including, and the Companywithout limita- tion, as a result of the commencement of a proceeding under the Bank- ruptcy Code with respect to any breach of its obligations hereunder. the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (bas of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) On and subject from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termina- tion of the Revolving Loan Commitments pursuant to the terms and conditions hereof, including entry last paragraph of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchaseSection 10), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such Commitment Party’s Commitment Percentage multiplied by date and (y) at the aggregate number time any purchase of Unsubscribed Unitsparticipations pursuant to this sentence is actually made, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) purchasing Bank shall be referred required to pay BTCo 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 the “Rights Offering Backstop Commitment”Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) On and subject to the terms and conditions hereof, including entry of the BCA EBA Approval Order, each Commitment Equity Backstop Party agrees, severally (in accordance with its Commitment Equity Backstop Percentage) and not jointly, to fully exercise (or cause certain any of its and its affiliates’ managed funds and/or accounts Related Purchasers to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accountsRelated Purchaser) pursuant to the Rights Offering, and duly purchase all Rights Offering Units Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Equity Backstop Party shall be liable to each Senior Commitment Equity Backstop Party that is not a Defaulting Commitment Party, and the Company, Equity Backstop Party as a result of any breach of its obligations hereunder; provided further that no Equity Backstop Party shall be liable for the failure to exercise any of its Subscription Rights to the extent it is a result of a breach by the Company of the Rights Offering Procedures. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Equity Backstop Party agreeshereby grants to the Company an option (collectively, severally the “Put Option”) to require such Equity Backstop Party to purchase (or cause any of its Related Purchasers to purchase) on a pro rata basis (in accordance with its Commitment Equity Backstop Percentage) Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option (which, for the avoidance of doubt, may only be exercised by the Company with respect to all Equity Backstop Parties), each Equity Backstop Party agrees, severally and not jointlyjointly (in accordance with its Equity Backstop Percentage), to purchase (or cause certain any of its and its affiliates’ managed funds and/or accounts Related Purchasers to purchase), and the Company shall agrees to sell to such Commitment Equity Backstop Party (or such managed funds or accountsRelated Purchaser), on the Closing Date Date, for the applicable aggregate Per Unit Share Purchase Price, the number of Unsubscribed Units Shares equal to (x) such Commitment Equity Backstop Party’s Commitment Equity Backstop Percentage multiplied by (y) the aggregate number of Unsubscribed UnitsShares, rounded among the Commitment Equity Backstop Parties solely to avoid fractional units shares as the Requisite Commitment Consenting Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Equity Backstop Parties). The obligations of the Commitment Equity Backstop Parties to purchase such Unsubscribed Units Shares as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”.” The Company shall exercise the Put Option by delivery to each Equity Backstop Party of a written put election notice.

The Commitments. (a) On and subject Subject to the terms and conditions hereofset forth herein and in the Amendment and Restatement Agreement No. 1, each Rollover Initial Term Lender severally agrees to exchange its Exchanged Term Loans for a like principal amount of Initial Term Loans on the First Restatement Effective Date. Subject to the terms and conditions set forth herein and in the Amendment and Restatement Agreement No. 1, each Additional Refinancing Term Loan Lender severally agrees to make an Additional Initial Term Loan (which shall be considered an increase to (and part of) the Initial Term Loans) to the Borrowers pursuant to a single drawing on the First Restatement Effective Date in the principal amount equal to its Initial Term Loan Commitment on the First Restatement Effective Date. The Borrowers shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Additional Initial Term Loans and the Unsecured Notes, substantially concurrently with the receipt thereof. The Borrowers shall pay to the Rollover Lenders immediately prior to the effectiveness of the Amendment and Restatement Agreement No. 1 all accrued and unpaid interest on the Term B-1 Loans to, but not including, the First Restatement Effective Date on such First Restatement Effective Date. The Initial Term Loans shall have the terms set forth in this Agreement and the other Loan Documents, including entry as modified by the Amendment and Restatement Agreement No. 1, it being understood that the Initial Term Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under this Agreement and the other Credit Documents. The Initial Term Loans (i) shall be denominated in U.S. Dollars, (ii) shall be, except as hereinafter provided, at the option of the BCA Approval OrderLead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO RateTerm SOFR Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) shall be made by each such Lender in that aggregate principal amount which did not exceed the Initial Term Loan Commitment Party agrees, severally of such Lender on the First Restatement Effective Date (in accordance with its Commitment Percentage) and not jointly, before giving effect to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the termination thereof pursuant to the Rights OfferingSection 4.02(a)(i)). Once repaid, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall Initial Term Loans may not be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderreborrowed. (b) On Subject to and subject to upon the terms and conditions hereofset forth herein, including entry each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO RateTerm SOFR Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the Confirmation Ordersame Borrowing shall at all times consist of Incremental Term Loans of the same Type, each and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment Party agreesof 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, severally Incremental Term Loans may not be reborrowed. (c) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment Percentageto make any such Loan to the extent not so made by such branch or Affiliate. (i) Subject to and not jointlyupon the terms and conditions set forth herein and in Amendment No. 1, each Lender with a 2021 Incremental Term Loan Commitment severally agrees to purchase make a 2021 Incremental Term Loan to the Borrowers, which 2021 Incremental Term Loans (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(bi) shall be referred incurred pursuant to a single drawing on the Amendment No. 1 Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO RateTerm SOFR Term Loans; provided that except as otherwise specifically provided in Section 2.10(b), all 2021 Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall not exceed for any such 2021 Incremental Term Loan Lender at any time of any incurrence thereof, the 2021 Incremental Term Loan Commitment of such 2021 Incremental Term Loan Lender on the Amendment No. 1 Effective Date (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed. (ii) On December 31, 2021 (after giving effect to the mandatory payment of Initial Term Loans (other than 2021 Incremental Term Loans) pursuant to Section 5.02(a) on the last Business Day of December 2021), all 2021 Incremental Term Loans outstanding at such time shall be automatically, without any action or consent of any party to this Agreement, converted into Initial Term Loans (the date of such conversion, the “Rights Offering Backstop Commitment2021 Incremental Term Loans Conversion Date”), shall constitute part of, and be added to, the Initial Term Loans (including as to maturity) outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date and the Initial Term Loans and 2021 Incremental Term Loans shall collectively comprise a single fungible Tranche of Term Loans. On the 2021 Incremental Term Loans Conversion Date, notwithstanding anything to the contrary set forth in Section 2.09, 2021 Incremental Term Loans shall be added to (and form part of) each Borrowing of Initial Term Loans outstanding hereunder immediately prior to the 2021 Incremental Term Loans Conversion Date on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding such Incremental Term Loans on and after the 2021 Incremental Term Loans Conversion Date participates in each outstanding Borrowing of Initial Term Loans (after giving effect to the conversion of 2021 Incremental Term Loans pursuant to this Section 2.01(d)) on a pro rata basis.

The Commitments. (a) On Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and subject 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 hereof, including entry of the BCA Approval Order, each Commitment Party agrees, severally (set forth in accordance with its Commitment Percentage) and not jointlythis Agreement, to fully exercise 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 (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or each such managed funds or accounts) 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 Rights OfferingRevolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and duly purchase all Rights Offering Units issuable reborrow Revolving Loans at any time prior to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderRevolving Loan Termination Date. (b) On Upon the satisfaction of the conditions precedent set forth in Sections 5.01 and 5.02, each Closing Date Term Lender severally 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) 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, ABR Loans or Eurodollar Rate Loans. Upon the funding of the Closing Date Term Loans on the Closing Date, the Closing Date Term Loan Commitments shall terminate. Amounts repaid or prepaid in respect of 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 terms other conditions and conditions hereoflimitations 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, including entry 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 Closing Date. Revolving Loans made after the Closing Date shall be, at the option of the Confirmation OrderBorrower, each Commitment Party agrees, severally (selected in accordance with its Commitment PercentageSection 2.09, either ABR Loans or Eurodollar Rate Loans. (d) and not jointlyOn the Maturity Date, to purchase (or cause certain the Borrower shall repay in full the outstanding principal balance of its and its affiliates’ managed funds and/or accounts to purchase), and the Company Loans. Each Advance under this ‎Section 2.01 shall sell consist of Loans made by each applicable Lender ratably in proportion to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of Unsubscribed Units equal to (x) such Commitment PartyLender’s Commitment Percentage multiplied by (y) the aggregate number of Unsubscribed Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment respective Pro Rata Share of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment”Advance.

The Commitments. (a) On Subject to and subject to upon the terms and conditions hereof, including entry of the BCA Approval Orderset forth herein, each Bank with a Term Loan Commitment Party severally agrees, severally (A) in accordance with its Commitment Percentage) and not jointlythe case of each Continuing Bank, to fully exercise convert into Term Loans (or cause certain of its each, a "Term Loan Conversion", and its affiliates’ managed funds and/or accounts collectively, the "Term Loan Conversions") on the Restatement Effective Date, the Original Term Loans made by such Continuing Bank to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) the Borrower pursuant to the Rights OfferingOriginal Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the aggregate principal amount of such Original Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, (I) on the Restatement Effective Date and duly purchase (II) on a 9 single date occurring after the Restatement Effective Date and on or prior to the Term Loan Availability Termination Date (each date upon which Term Loans are made, a "Term Loan Borrowing Date"), a term loan or term loans (together with each Term Loan Conversion each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) made or converted on the Restatement Effective Date, shall not exceed for any Bank, that amount which equals such Bank's TL Percentage of the aggregate principal amount of Term Loans incurred on such date, (ii) made on either Term Loan Borrowing Date, shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Rights Offering Units issuable Term Loans comprising the same Borrowing shall at all times be of the same Type and (iii) made on either Term Loan Borrowing Date, shall not exceed for any Bank, in initial principal amount for the Term Loans being made by such Bank on any such Term Loan Borrowing Date, that amount which equals the remaining Term Loan Commitment, if any, of such Bank as in effect on such Term Loan Borrowing Date (before giving effect to it any reductions thereto on such date pursuant to Section 3.03(b)(i) or (ii), but after giving effect to (x) any reductions thereto on or prior to such exercisedate pursuant to Section 3.03(b)(iii) and (y) the Term Loan Conversions referred to in clause (A) above). Once repaid, in accordance with Term Loans borrowed hereunder may not be reborrowed. Notwithstanding anything to the Rights Offering Procedures and contrary contained above, the Plan; provided that any Defaulting Commitment Party aggregate amount of Term Loans incurred on the Restatement Effective Date shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunderexceed $155,000,000. (b) On Subject to and subject to upon the terms and conditions hereof, including entry of the Confirmation Orderset forth herein, each Bank with a Revolving Loan Commitment Party severally agrees, severally (A) in accordance with its Commitment Percentage) and not jointlythe case of each Continuing Bank, to purchase convert into Revolving Loans (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase)each a "Revolving Loan Conversion", and together the Company shall sell to such Commitment Party (or such managed funds or accounts"Revolving Loan Conversions"), on the Closing Restatement Effective Date, Original Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date for the applicable in an aggregate Per Unit Purchase Price, the number of Unsubscribed Units principal amount equal to the lesser of (x) the aggregate principal amount of such Commitment Party’s Commitment Percentage multiplied Original Revolving Loans made by such Continuing Bank and so outstanding and (y) such Continuing Bank's Adjusted RL Percentage of the aggregate number principal amount of Unsubscribed UnitsRevolving Loans made by all Banks and outstanding on the Restatement Effective Date and/or (B) at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, rounded among to make a revolving loan or revolving loans (together with each Revolving Loan Conversion each, a "Revolving Loan" and, collectively, the Commitment Parties solely "Revolving Loans") to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion Borrower, which Revolving Loans (provided that in no event shall such rounding reduce i) shall, at the aggregate commitment of such Commitment Parties). The obligations option of the Commitment Parties to purchase such Unsubscribed Units Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as described otherwise specifically provided in this Section 2.2(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall be referred to as the “Rights Offering Backstop Commitment”.not exceed for any Bank at any time

The Commitments. (a) On Effective as of the Amendment No. 6 Effective Date, (i) each Lender party hereto hereby agrees to provide a U.S. Revolving Commitment and a Canadian Revolving Commitment under the Amended Credit Agreement in the amounts set forth opposite its name on Schedule I hereto under the headings “U.S. Revolving Commitment” and “Canadian Revolving Commitment”, respectively, on the terms and subject to the terms conditions set forth herein and conditions hereofin the Amended Credit Agreement and (ii) the Borrowers, including entry of the BCA Approval Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are issued to it (or such managed funds or accounts) pursuant to the Rights Offering, and duly purchase all Rights Offering Units issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures Lenders party hereto and the Plan; provided Administrative Agent agree that any Defaulting Commitment Party the Revolving Commitments in effect under Existing Credit Agreement shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, terminated in full and the Company, Revolving Commitments of each Lender party hereto provided as a result of any breach of its obligations hereunder.set forth in clause (i) above shall become effective; (b) On Each Lender party hereto (i) confirms that it has received a copy of the Amended Credit Agreement and subject such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with its Commitment Percentagetheir terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. Each Lender acknowledges and agrees that, on and as of the Amendment No. 6 Effective Date, such Lender shall be a Lender under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (c) On the Amendment No. 6 Effective Date, (i) the Borrowers shall pay to the Administrative Agent, for the account of each of the Lenders under the Existing Credit Agreement immediately prior to the Amendment No. 6 Effective Date (each, an “Existing Lender”), all accrued fees and interest under the Existing Credit Agreement to, but not including, the Amendment No. 6 Effective Date, (ii) each Existing Lender will, to the extent applicable, automatically and without further act be deemed to have assigned to each Lender party hereto, and each Lender party hereto will, to the extent applicable, automatically and without further act be deemed to have assumed, a portion of such Existing Lender’s participations under the Existing Credit Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Amended Credit Agreement in Letters of Credit held by each Lender party hereto will equal such ▇▇▇▇▇▇’s Revolving Credit Percentage (after giving effect to this Amendment) and not jointly(iii) the Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Amendment No. 6 Effective Date shall be prepaid on the Amendment No. 6 Effective Date from the proceeds of a borrowing of Revolving Loans under the Amended Credit Agreement in the amount of $40,000,000, to purchase which borrowing shall be a Term SOFR Rate Loan with an Interest Period of one month commencing on February 10, 2023. (or cause certain d) Each Issuing Lender acknowledges and agrees that, on and as of its and its affiliates’ managed funds and/or accounts to purchase)the Amendment No. 6 Effective Date, such Issuing Lender shall be an Issuing Lender under, and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Priceall purposes of, the number Amended Credit Agreement and the other Loan Documents, with a Letter of Unsubscribed Units equal Credit Commitment as set forth on Schedule 1 hereto, and shall be subject to (x) such Commitment Party’s Commitment Percentage multiplied and bound by (y) the aggregate number of Unsubscribed Unitsterms thereof, rounded among and shall perform all the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Units as described in this Section 2.2(b) and shall be referred to as the “Rights Offering Backstop Commitment”have all rights of an Issuing Lender thereunder.