Term Loan Commitment. Subject to the terms and conditions set forth in this Credit Agreement, each Lender hereby severally and not jointly agrees to make a term loan in a single draw in Dollars (the “Loan” and collectively, the “Loans”) to the Borrowers on the Effective Date, in an amount equal to such Lender’s Commitment Percentage of the principal amount requested by the Borrowers. The Loans may be subdivided into different tranches, but the aggregate amount of the Loans to be made hereunder shall not exceed the Committed Amount. The Loans shall be made by the Lenders simultaneously and proportionately to their then respective Commitment Percentages, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder nor shall the Loans of any Lender be increased or decreased as a result of any such failure. The Commitments shall expire on the date on which the Loans are made.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender holding any Term Loan Commitment severally agrees to make a term loan (the "Term Loans") in Euros to the Borrowers at any time on or after the Closing Date to and including the Term Loan Draw Termination Date (such date, the "Term Loan Draw Date") in such principal amount as the Borrowers shall request up to but not exceeding such Lender's Term Loan Commitment; provided however, # only one advance of the Term Loans may be made, # the proceeds of the Term Loan shall be used to redeem and repay in full all outstanding Indebtedness under the 2012 Senior Notes and such 2012 Senior Notes shall be cancelled and # after giving effect to such Term Loan advance, the aggregate amount of Term Loans shall not exceed the Term Loan Commitment. The Lenders shall have no obligation to make Term Loans hereunder after the Term Loan Draw Termination Date. The Term Loan Commitments are not revolving credit commitments, and the Borrowers shall not have the right to borrow, repay and reborrow new funds under this [Section 2.14].

Term Loan Commitment. On the Effective Date, each Term Lender agrees to make a loan (relative to such Term Lender, together with any outstanding term loan under the Existing Credit Agreement made by, or allocated to, such Lender, its “Term Loan”) to the Borrower in Dollars equal to such Term Lender’s Percentage of the Term Loan Commitment Amount; provided, however, that # the Borrowing of Term Loans pursuant to this Section 2.1.1 shall be deemed to include # the Term Loans made by the Lenders on the Effective Date as requested pursuant to the Borrowing Request dated on or about the Effective Date, and # the outstanding term loans made pursuant to the Existing Credit Agreement and continued hereunder, and # no Borrowing of Term Loans shall be made if, after giving effect thereto, the aggregate outstanding principal amount of all the Term Loans # of all Term Lenders would exceed the Term Loan Commitment Amount or # of any Term Lender would exceed such Term Lender’s Percentage of the Term Loan Commitment Amount. No amounts paid or prepaid with respect to Term Loans may be reborrowed.

Additional Term Loan. Subject to the terms and conditions of this Agreement, upon the occurrence of the Additional Term Loan Event, the Lenders, severally and not jointly, shall make one (1) Additional Term Loan Advance in an amount equal to the Additional Term Loan Availability Amount according to each Lender’s Term Loan Commitment as set forth on [Schedule II] hereto, the “Additional Term Loan Advance”). Borrower may request the Additional Term Loan Advance as set forth on [Schedule I] hereto.

Term Loan Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender under the Term Loan Facility in accordance with its Pro Rata Share or other applicable share provided for under this Agreement, a commitment fee equal to the Applicable Rate with respect to Term Loan commitment fees, times the average daily amount by which the aggregate Term Commitments for the Term Loan Facility exceeds the Outstanding Amount of Term Loans for the Term Loan Facility; provided that any commitment fee accrued with respect to any of the Term Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Term Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on the Initial Term Loans shall accrue at all times from the Closing Date until the Initial Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on each Quarterly Payment Date, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Initial Term Commitment Termination Date. The commitment fee on the Term Conversion Date Term Loans shall accrue at all times from the Closing Date until the Term Commitment Termination Date, including at any time during which one or more of the conditions is not met, and shall be due and payable quarterly in arrears on each Quarterly Payment Date, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Term Commitment Termination Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Accruing from the date hereof until the earlier of the Term Loan Draw Date or the Term Loan Draw Termination Date (or, if applicable, the date of the termination in whole of the Term Loan Commitments pursuant to [Section 2.14]), the Borrowers agree to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the "Term Loan Commitment Fee") equal to the Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the aggregate amount of the outstanding Term Loan Commitments; provided, further, that any Term Loan Commitment Fee accrued with respect to the Term Loan Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Term Loan Commitment Fee shall otherwise have been due and payable by Borrowers prior to such time; and provided further that no Term Loan Commitment Fee shall accrue with respect to the Term Loan Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, the Term Loan Commitment Fee shall be payable on the earlier of the Term Loan Draw Date or the Term Loan Draw Termination Date or upon acceleration of the Loans and in Euros.

Nature of Lender's Obligations with Respect to Term Loans; Term Loan Repayment Terms.60

An Additional Term Loan Facility # shall rank pari passu in right of payment with the Revolving Loans and the Term Loan, # shall be fully secured on a pari passu basis with the Revolving Loans and the Term Loan, # shall not mature earlier than the Term Loan (but may have amortization prior to such date), # shall not have a weighted average life and maturity date shorter than that of the Term Loan, # shall be treated substantially the same as (and in any event no more favorably than) the Term Loan, including, without limitation, with respect to covenants, representations and warranties, events of default and other applicable terms and conditions, and # shall be subject to interest rates as determined by the Administrative Agent at the time of the exercise of such Additional Term Loan Facility and acceptable to all Lenders participating therein; provided

Additional Term Loan Commitments. Subject to the terms and conditions hereof: each Lender severally agrees to make, at any time on or after the First Amendment Effective Date and prior to the Additional Term Loan Commitment Termination Date, one or more Additional Term Loans to Company in an aggregate amount not to exceed such Lender’s Additional Term Loan Commitment immediately prior to giving effect to any such Additional Term Loan.

An Additional Term Loan Facility # shall rank pari passu in right of payment with the Revolving Loans and the Term Loan, # shall be fully secured on a pari passu basis with the Revolving Loans and the Term Loan, # shall not mature earlier than the Term Loan (but may have amortization prior to such date), # shall not have a weighted average life and maturity date shorter than that of the Term Loan, # shall be treated substantially the same as (and in any event no more favorably than) the Term Loan, including, without limitation, with respect to covenants, representations and warranties, events of default and other applicable terms and conditions, and # shall be subject to