Common use of Revolving Commitments Clause in Contracts

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (b) The At any time prior to the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall repay all outstanding make, obtain or increase the amount of their Revolving Loans on Commitments by executing and delivering to the Termination Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) The failure Any additional bank, financial institution or other entity which, with the consent of any Lender to make any Revolving Loan required to be made by it the Borrower and the Administrative Agent (which consent shall not relieve any be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of its obligations hereunder; provided this Agreement. (d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Commitments proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.11(a) based on the respective Revolving Percentages of the Lenders are several and no Lender after giving effect to such Increased Revolving Commitment Closing Date. (e) The Borrower shall be responsible for any other Lender’s failure to make repay the outstanding Revolving Loans as requiredof each Lender on the Revolving Termination Date applicable to such Lender.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans in dollars or in any Permitted Foreign Currency to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Availability Period in an aggregate principal amount at any one time that will not result in (a) the aggregate outstanding which, when added to principal amount of such Lender’s Applicable Percentage Revolving Loans exceeding such Lender’s Revolving Commitment, (b) the sum of the Aggregate Total Exposure exceeding the total Revolving Commitments or (c) any Lender’s Total Exposure exceeding such Lender’s Revolving Commitment; provided that the Borrower shall not request, and the Lenders shall not be required to fund, a Revolving Loan that is denominated in a Permitted Foreign Currency if after the making of such Revolving Loan, the Dollar Equivalent of the aggregate principal amount of Swingline all Revolving Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, outstanding that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets are denominated in a Permitted Foreign Currency (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such requested Revolving Loan) and (iii) no Borrowing Base B would exceed $500,000,000. All Revolving Loans shall will be made by all Lenders (including both 2015 Lenders and 2018 Lenders) in accordance with their pro rata share of the Revolving Commitments until the 2015 Revolving Commitment Maturity Date; thereafter, all Revolving Loans will be made by the 2018 Lenders in accordance with their pro rata share of the 2018 Revolving Commitments until the 2018 Revolving Commitment Maturity Date. Within the foregoing limits and subject to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. For the avoidance of doubt, on the 2015 Revolving Loans in whole or in part, and reborrowCommitment Maturity Date, all 2015 Loans outstanding on such date shall be paid in accordance with the terms full and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination 2018 Revolving Commitment Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender , all 2018 Loans outstanding on such date shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each USD Revolving Lender severally agrees to make revolving credit loans (“USD Revolving Loans”) Loans to the Parent Borrower from time to time on any Business Day during the Revolving Commitment PeriodPeriod in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment or (ii) the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, at such times as the Parent Borrower may request in accordance with Section 2.2borrow, prepay and reborrow USD Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Multicurrency Revolving Lender agrees to make Multicurrency Revolving Loans to the Parent Borrower and/or the Subsidiary Borrowers (other than the Japanese Borrower) from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to which (i) does not exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingMulticurrency Revolving Commitment, does (ii) will not exceed result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment and (iii) will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment; provided. Within the foregoing limits and subject to the terms and conditions set forth herein, howeverthe Parent Borrower and/or the Subsidiary Borrowers may borrow, that prepay and reborrow Multicurrency Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Yen Revolving Lender agrees to make Yen Revolving Loans to the Japanese Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which (i) no does not exceed such Lender’s Yen Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsCommitment, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Multicurrency Revolving Loan) and Commitment, (iii) no Borrowing Base B Loans shall be made will not result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment and (iv) will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the extent that terms and conditions set forth herein, only the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Japanese Borrower may borrow, prepay the and reborrow Yen Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Xxxxxx’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Eurocurrency Loans or (other than in the case of Foreign Currency Loans) ABR Loans, Term Benchmark Loans or RFR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Loans Exposure then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) Commitment and (iii) no Borrowing Base B the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made Eurocurrency Loans. (c) Each Borrower shall repay all of its outstanding Revolving Loans, including Foreign Currency Loans, on the Maturity Date. (d) Notwithstanding anything to the extent that the aggregate amount contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of all Borrowing Base B Loans would exceed the Borrowing Base B Limitsuch Lender to make such Loan; provided further that Borrowing Base B Loans may any exercise of such option shall not be borrowed on any date in any rolling period affect the obligation of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Additional Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all to repay such Loan in accordance with the terms of this Agreement and conditions hereof. (b) The shall not cause any Borrower shall repay all outstanding Revolving Loans on or other Loan Party to incur as of the Termination Date. (c) The failure date of the exercise of such option any Lender to make any Revolving Loan required to be made by greater liability than it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredthen have under Section 2.19 or Section 2.20(a).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, which when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans made to it on the Revolving Termination Date. (c) The failure On the Amendment and Restatement Effective Date, (i) the Revolving Commitment of any each Additional Revolving Lender to make any that has an Existing Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender Commitment shall be responsible for any other automatically and without further action increased by an amount equal to such Additional Revolving Lender’s failure Additional Revolving Commitment and (ii) each Additional Revolving Lender that does not have an Existing Revolving Commitment shall automatically and without further action provide a new Revolving Commitment in an amount equal to make such Revolving Loans as requiredLender’s Additional Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars or in one or more Alternative Currencies (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans Loans, the aggregate undrawn amount of all then outstandingoutstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed (i) the amount of such Lender’s Commitment; provided, however, that Revolving Commitment and (iii) no Revolving Loan shall be made to the extent any of the aggregate unpaid principal foregoing are denominated in Alternative Currencies, the Alternative Currency Sublimit. In addition, the amount of all the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans would shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Available Revolving Commitments then in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodeffect. During the Revolving Commitment Period, the Borrower may borrowuse the Available Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.11, provided that all Revolving Loans denominated in an Alternative Currency shall be Eurodollar Loans. Notwithstanding anything to the contrary contained herein, during the existence and continuation of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such times as Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower may request in accordance with Section 2.2, from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans and Alternative Currency Revolving Loans denominated in Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination applicable Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (aA) Subject to If at any time (1) the terms Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and conditions hereof, each Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Obligations denominated in an aggregate principal amount at any one time outstanding whichAlternative Currency shall exceed the Alternative Currency Sublimit, when added to such Lender’s Applicable Percentage of (5) the aggregate principal amount Outstanding Amount of Swingline Loans then outstanding, does not shall exceed the Swingline Sublimit and (6) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount of such Lender’s Commitmentequal to the difference; provided, however, that that, except under the circumstances described in Section 2.03(a)(ii)(F), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, (i) no the Outstanding Amount of Limited Currency Revolving Loan Obligations shall be made to exceed 105% of the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsAggregate Limited Currency Revolving Committed Amount, (ii) no Borrowing Base A Loans the Outstanding Amount of Multicurrency Revolving Obligations shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value 105% of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Aggregate Multicurrency Revolving Loan) and Committed Amount or (iii) no Borrowing Base B Loans the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofdifference. (bB) The If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall repay all outstanding Revolving Loans on Cash Collateralize the Termination Date. (c) The failure L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided time that the Commitments Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Lenders are several Alternative Currency L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency L/C Sublimit. The Administrative Agent may, at any time and no Lender shall from time to time after the initial deposit of such cash collateral, request that additional cash collateral be responsible for any other Lender’s failure provided in order to make Revolving Loans as requiredprotect against the results of further exchange rate fluctuations.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), (i) each Class A Revolving Conduit Lender may in its sole discretion, and each Class A Revolving Committed Lender shall, if the Class A Revolving Conduit Lender in its related Class A Lender Group elects not to (or if there is no Class A Revolving Conduit Lender in its related Class A Lender Group), make Class A Revolving Loans to Company in an amount, for each Class A Lender Group, equal to its Class A Lender Group Percentage of the amount requested by Company pursuant to this Section 2.1, provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the extent that, after giving effect to such Class A Revolving Loan: a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Conduit Lending Limit (in the case of a Class A Revolving Conduit Lender) or Class A Revolving Commitment (in the case of a Class A Revolving Committed Lender); or c) the sum of (1) the aggregate Face Amount of Commercial Paper issued by the Class A Revolving Conduit Lender(s) in such Class A Lender Group to fund or maintain the Class A Revolving Loans hereunder and (2) the aggregate outstanding principal amount of the Class A Revolving Loans funded hereunder by the Lenders in such Class A Lender Group other than through the issuance of Commercial Paper, shall exceed the Class A Lender Group Limit for such Lender Group. (ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class B Revolving Lender severally agrees to make revolving credit loans (“Class B Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Company in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or b) the aggregate outstanding principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base Class B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereoffunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to the aggregate outstanding amount of any Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Notwithstanding anything to the contrary contained herein, during the existence of a Default or an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage the aggregate outstanding amount of the Swingline Loans, the Dollar Equivalent of the aggregate principal undrawn amount of all outstanding Letters of Credit, and the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans then outstandingLoans, incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan such aggregate obligations shall be made to the extent the aggregate unpaid principal amount of all Loans would not at any time exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including, without limitation, all Overadvances to the extent not previously repaid) on the Revolving Termination Date. (c) The failure . All accrued and unpaid interest as well as the accrued and unpaid Letter of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender Credit Fees shall be responsible for any other Lender’s failure to make Revolving Loans as requiredrepaid on the Closing Date.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Dollar Revolving Percentage of the LC Obligations then outstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans and Alternative Currency Revolving Loans denominated in Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination applicable Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Dollar Revolving Lender severally agrees to make revolving credit loans (“Dollar Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, which when added to such Lender’s Applicable Dollar Revolving Percentage of the sum of (x) the Dollar L/C Obligations then outstanding and (y) the aggregate principal amount of the Dollar Swingline Loans then outstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Dollar Revolving Commitments by borrowing, prepay prepaying the Dollar Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Multicurrency Revolving Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans”) in Dollars or any Agreed Foreign Currency to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which when added to such Lender’s Multicurrency Revolving Percentage of the sum of (x) Multicurrency L/C Obligations then outstanding and (y) the aggregate principal amount of the Multicurrency Swingline Loans then outstanding, does not exceed the amount of such Lender’s Multicurrency Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Multicurrency Revolving Commitments by borrowing, prepaying the Multicurrency Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Multicurrency Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans and the Revolving Loans denominated in any Agreed Foreign Currency shall be Eurocurrency Loans, in each case, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (c) The Borrower shall repay all outstanding Revolving Loans of each Class made to it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender Revolving Lender, severally agrees and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to make have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower in an amount equal to the amount of such Lender’s DIP Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date and (ii) agrees from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstandingAggregate Revolving Outstandings, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Commitment in effect at such time as at the date such Loan is to be made. The amount of each Revolving Lender’s Revolving Loans and Revolving Loan Commitment on the Closing Date (which shall be made equal to such Lender’s DIP Revolving Loan Commitment in effect immediately prior to the Closing Date) shall be equal to the amount reflected on the Register on the Closing Date, which amount shall be conclusive absent manifest error. Such Revolving Loans will, to the extent such DIP Revolving Loan was a Eurodollar Loan (as defined in the aggregate unpaid principal amount of all Loans would exceed Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the Total Commitmentssame Interest Period and, (ii) no Borrowing Base A Loans shall be made to the extent that such DIP Revolving Loan was a Base Rate Loan (as defined in the aggregate unpaid principal amount of all Borrowing Existing DIP Agreement), continue to be a Base A Loans would exceed the aggregate Rate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodhereunder. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 and 2.17. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Existing Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of Existing Revolving Commitment and during the aggregate principal amount of Swingline Loans then outstandingperiod from the date any Extended Revolving Commitments are established, does not exceed until the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) Commitment Termination Date with respect to such Extension Series of Revolving Loan) and Commitments (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the “Extended Revolving Commitment Period”), the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with subject to the terms and conditions hereof. (b) The Borrower shall repay all outstanding , each Lender severally agrees to make Extended Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Extended Revolving Commitment for such Extension Series of Extended Revolving Loans; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period and the Extended Revolving Commitment Period, as applicable. Each Lender’s Revolving Commitment shall expire on the applicable Revolving Commitment Termination Date. Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date (c) The failure of it being understood that in the event any Lender Extended Revolving Commitments are established, such Extended Revolving Commitments shall, subject to make any Section 2.25, be terminated (and all Extended Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments Loans of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsame Extension Series repaid) on dates set forth in the applicable Extension Agreement).”

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (A) such aggregate obligations shall not at any time exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the Borrowing Base at such time and (B) in no Revolving Loan event shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsoutstanding Letters of Credit at such time, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans would at such time, the aggregate principal balance of any Revolving Loans (including Swingline Loans) outstanding at such time, and the aggregate principal balance of any Term Loans outstanding at such time, collectively exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodAvailable Total Commitment. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including all outstanding Overadvances and Protective Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (together with the Swingline Loans and Multicurrency Loans, “Revolving Loans”) to the Borrower and any Subsidiary Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.6) to such Revolving Lender’s Applicable Revolving Percentage of the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and any Subsidiary Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and any Subsidiary Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Borrower and any Subsidiary Borrower shall repay all outstanding Revolving Loans made to it on the Termination and Revolving Loan Maturity Date. (c) Subject to the terms and conditions hereof, each Revolving Lender severally agrees, from time to time during the Revolving Commitment Period, to make revolving credit loans denominated in one or more Foreign Currencies (“Multicurrency Loans”) to the Borrower and any Subsidiary Borrower in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which, when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.7) to such Revolving Lender’s Revolving Percentage of the aggregate principal amount of the Swingline Loans then outstanding, shall not exceed the amount of such Revolving Lender’s Revolving Commitment. The failure Borrower and any Subsidiary Borrower shall not request and no Revolving Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan the Total Revolving Extensions of Credit shall exceed the Total Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may borrow, prepay and reborrow Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans shall be Eurodollar Loans. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereundersuch Loan; provided that any exercise of such option shall not affect in any manner the Commitments obligation of the Lenders are several and no Borrower to repay such Loan in accordance with the terms of this Agreement. Each such domestic or foreign branch or Affiliate of such Lender shall be responsible for any other subject to the requirements of Sections 2.18, 2.19 and 2.21 to the same extent as if it were a Lender and no such domestic or foreign branch or Affiliate of a Lender shall be entitled to the benefits of Section 2.19 unless such domestic or foreign branch or Affiliate complies with Section 2.19(e) as if it were a Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees (i) to make revolving credit loans denominated in Dollars (“Dollar Revolving Loans”) to the Borrowers and (ii) to make revolving credit loans denominated in one or more Foreign Currencies (“Foreign Currency Revolving Loans”; together with the Dollar Revolving Loans, the “Revolving Loans”) to the Borrower Borrowers, in each case from time to time on any Business Day at such Borrower’s request during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations with respect to Letters of Credit then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, outstanding does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Period each Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.7 and/or 2.14. The Foreign Currency Revolving Loans shall be Eurodollar Loans. (b) The Each Borrower shall repay all outstanding Revolving Loans made to such Borrower on the Revolving Termination Date. ; provided, for the avoidance of doubt, that nothing in this Section 2.6(b) creates any obligation for (ci) The failure any Foreign Subsidiary Borrower to repay any Obligation of any Lender Domestic Borrower or (ii) any Domestic Borrower to make repay any Revolving Loan required to be made by it shall not relieve Obligation of any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredForeign Subsidiary Borrower.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (b) Notwithstanding the foregoing, no Lender shall be obligated to make a Revolving Loan hereunder if the aggregate principal amount at any one time outstanding of such Lender’s Revolving Percentage of the Total Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. 509265-1754-14343-Active.16873744.13 (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Revolving Lender severally agrees to make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an aggregate amount up to but not exceeding such Class A Revolving Lender’s Revolving Commitment; provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; or (b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Revolving Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or (b) The Borrower shall repay all the aggregate outstanding principal amount of the Class B Revolving Loans on the Termination Datefunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject From the Effective Date until the Facility Termination Date, subject to the terms and conditions hereofset forth in this Agreement, each USD Tranche Lender severally agrees with the other USD Tranche Lenders to make revolving credit loans (“USD Tranche Revolving Loans”) Loans to Borrowers in U.S. Dollars and participate in USD Tranche LCs issued upon the request of Company, and each Multicurrency Tranche Lender severally agrees with the other Multicurrency Tranche Lenders to make Multicurrency Tranche Revolving Loans in U.S. Dollars or Canadian Dollars, and to participate in Multicurrency Tranche LCs, provided that, after giving effect to the Borrower from time to time on any Business Day during making of each such Loan and the Commitment Period, at issuance of each such times as Facility LC: (i) the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount U.S. Dollar Amount of such Lender’s CommitmentOutstanding Credit Exposure shall not exceed its Commitment Amount; provided, however, that (iii) no Revolving Loan the Aggregate Outstanding USD Tranche Credit Exposure shall be made to not exceed the extent Aggregate USD Tranche Commitment Amount; (iii) the aggregate unpaid Aggregate Outstanding Multicurrency Tranche Credit Exposure shall not exceed the Aggregate Multicurrency Tranche Commitment Amount; (iv) the Aggregate Outstanding Credit Exposure (excluding the principal amount of all Loans would the Term Loans) owing by Borrowing Subsidiaries shall not exceed the Total Commitments, Maximum Borrowing Subsidiary Amount; and (iiv) no Borrowing all Base A Rate Loans shall be made in U.S. Dollars. Subject to the extent that the aggregate unpaid principal amount terms of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodthis Agreement, the Borrower Borrowers may borrow, prepay the Revolving Loans in whole or in partrepay, and reborrow, all in accordance with reborrow at any time before the Facility Termination Date. Each LC Issuer shall issue Facility LCs on the terms and conditions hereof. (b) The Borrower set forth in Part B of this Article II. Loans may be obtained and maintained, at Company’s election but subject to the limitations of this Agreement, as Base Rate Advances or Eurocurrency Advances. On the Effective Date, Company, Agent, and the Lenders acknowledge and agree that the aggregate outstanding principal balance of the “Revolving Loans” under the Existing Credit Agreement shall repay all outstanding be deemed to be the initial USD Tranche Revolving Loans under this Agreement. There are no Multicurrency Tranche Revolving Loans on the Effective Date. The Commitments to extend credit under this Agreement expire on the Facility Termination Date. Borrowers shall pay all Obligations in full on the Facility Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally agrees and not jointly, to make revolving credit loans (“Revolving Credit Loans”) in Dollars to the Borrower or any Domestic Subsidiary Borrower, at any time and from time to time on any Business Day during and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period, at of such times as the Borrower may request in accordance with Section 2.2Lender, in an aggregate principal amount at any one time outstanding which, when added not to exceed such Lender’s Applicable Percentage Revolving Commitment minus the sum of such Lender’s pro rata share of (i) the then current Revolving L/C Exposure and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed outstanding at such time plus the amount of by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender’s Commitment; providedRevolving Commitment pursuant to Section 2.20 subject, however, to the conditions that (a) at no time shall (i) no the Revolving Loan shall be made to Credit Exposure exceed (ii) the extent Total Revolving Commitment and (b) at all times the outstanding aggregate unpaid principal amount of all Revolving Credit Loans would exceed made by each Revolving Lender shall equal the product of (i) the percentage that its Revolving Commitment represents of the Total Commitments, Revolving Commitment times (ii) no Borrowing Base A Loans shall be made to the extent that the outstanding aggregate unpaid principal amount of all Borrowing Base A Revolving Credit Loans would exceed made pursuant to a notice given by the aggregate Loan Value Borrower or any Subsidiary Borrower under Section 2.3. The Revolving Commitments of the Pledged Eligible Assets (including the Pledged Eligible Assets referred Lenders may be terminated or reduced from time to in time pursuant to Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole 2.14 or in part, and reborrow, all in accordance with the terms and conditions hereofSection 7. (b) The Within the foregoing limits, the Borrower shall and any Domestic Subsidiary Borrower may borrow, pay or repay all outstanding and reborrow Revolving Credit Loans hereunder, on and after the Termination Closing Date and prior to the Maturity Date, upon the terms and subject to the conditions and limitations set forth herein. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans denominated in U.S. Dollars (“Revolving Loans”) to the Borrower Borrowers, in each case from time to time on any Business Day at such Borrower’s request during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the sum of (i) such Lender’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such Lender’s Swingline Exposure then outstanding (which, in the case of the Swingline Lender, shall be the aggregate principal amount of all Swingline Loans then outstanding, outstanding at such time less the participation amounts otherwise funded by the Revolving Lenders other than a Swingline Lender) does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made after giving effect to the extent the aggregate unpaid principal amount use of all proceeds of any Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on repay any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSwingline Loans. During the Revolving Commitment Period, the Period each Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Term Benchmark Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.7 or 2.14, or pursuant to Section 2.18, RFR Loans. (b) The Each Borrower shall repay all outstanding Revolving Loans made to such Borrower on the Revolving Termination Date. (c) The failure Borrower may, subject to the conditions to Borrowing set forth herein, request that any such repayment of any Lender a Swingline Loan be financed with the proceeds of a Borrowing under the Revolving Facility, upon which the Borrower’s obligation to make any Revolving such repayment of such Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make satisfied by the resulting borrowing under the Revolving Loans as requiredFacility.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment; provided, howeverthat after giving effect to such Revolving Loans, that (i) no the Total Revolving Loan shall be made to the extent the aggregate unpaid principal amount Extensions of all Loans Credit would not exceed the Total Revolving Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment PeriodPeriod the Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay repaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Lender severally agrees that the Borrowers may incur a Competitive Bid Loan or Competitive Bid Loans pursuant to a Competitive Bid Borrowing from time to time during the period from the Closing Date to the Business Day immediately preceding the Revolving Termination Date; provided, that after giving effect to such Competitive Bid Borrowing, the Total Revolving Extensions of Credit would not exceed the Total Revolving Commitments. All Competitive Bid Loans shall be Revolving Loans. (c) The Borrower Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), (i) each Class A Revolving Conduit Lender severally agrees may in its sole discretion, and each Class A Revolving Committed Lender shall, if the Class A Revolving Conduit Lender in its related Class A Lender Group elects not to (or if there is no Class A Revolving Conduit Lender in its related Class A Lender Group), make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an amount, for each Class A Lender Group, equal to its Class A Lender Group Percentage of the amount requested by Company pursuant to this Section 2.1, provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Conduit Lending Limit (in the case of a Class A Revolving Conduit Lender) or Class A Revolving Commitment (in the case of a Class A Revolving Committed Lender); or c) the sum of (1) the aggregate Face Amount of Commercial Paper issued by the Class A Revolving Conduit Lender(s) in such Class A Lender Group to fund or maintain the Class A Revolving Loans hereunder and (2) the aggregate outstanding principal amount of the Class A Revolving Loans funded hereunder by the Lenders in such Class A Lender Group other than through the issuance of Commercial Paper, shall exceed the Class A Lender Group Limit for such Lender Group. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding , including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class B Revolving Lender may, but is under no obligation to, make Class B Revolving Loans on to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided, that notwithstanding anything to the Termination Date. (c) The failure of contrary herein, no Class B Revolving Lender shall have any Lender commitment or obligation to make any Class B Revolving Loan required at any time or for any reason; provided, further that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to be made by it shall not relieve any other Lender the extent that, after giving effect to such Class B Revolving Loan: a) the Total Utilization of its obligations hereunderClass B Revolving Commitments exceeds the Class B Borrowing Base; provided that or b) the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereofof --------------------- this Agreement, each Lender who has agreed to provide a Revolving Commitment severally agrees to make revolving credit loans (“Revolving Loans”) advances to IB prior to the Distribution and thereafter to the Borrower (who shall assume all Obligations of IB as part of the Distribution and IB shall be released therefrom concurrently therewith) from time to time on any Business Day during from and including the Commitment Period, at such times as Closing Date to but excluding the Borrower may request in accordance with Section 2.2, Termination Date in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding the amount of such Lender’s 's Revolving Commitment as then in effect; provided, however, (a) the Outstanding Revolving Credit applicable to a -------- ------- Lender shall not at any time exceed such Lender's Revolving Commitment, minus ----- such Lender's Commitment Percentage times the amount available to be drawn against Letters of Credit and minus such Lender's Commitment Percentage of the ----- Swingline Advances then outstanding, (b) the Outstanding Revolving Credit of all of the Lenders shall not at any time exceed the aggregate Revolving Commitments, minus the amount available to be drawn against Letters of Credit and minus the ----- Swingline Advances then outstanding; provided, however, that the aggregate to -------- ------- the Loans requested, Swingline Advances then outstanding and amounts available to be drawn against Letters of Credit) shall not exceed the Borrowing Base. It is expressly understood and agreed that the Lenders may and at present intend to use the Borrowing Base as a maximum ceiling on Revolving Credit Loans to the Borrower; provided, however, that it is agreed that should the Revolving -------- ------- Credit Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the amount of the Revolving Commitments and may establish Base Rate Accounts and Libor Accounts thereunder and, until the Termination Date, the Borrower may Continue Libor Accounts established under the Revolving Loans or Convert Accounts established under the Revolving Loans of one Type into Accounts of the other Type. Accounts of each Type under the Revolving Loan made by each Lender shall be established and maintained at such Lender's Applicable Lending Office for Revolving Loans of such Type. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and NationsBank may at its discretion from time to time advance (but shall in no event be obligated to advance), Revolving Loans which are to be funded solely by NationsBank (the "Swingline Advances"); provided, however, that ------------------ -------- ------- (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed Twenty Million Dollars ($20,000,000) and the aggregate principal amount of the Revolving Loans outstanding at any time (inclusive of the Swingline Advances minus the amount available to be drawn ----- against Letters of Credit) shall not exceed the aggregate principal amount of the Revolving Commitments minus the amount available to be drawn against Letters ----- of Credit, (ii) the Borrower shall pay interest on all Swingline Advances at an interest rate equal to the Federal Funds Rate plus one and five hundred seventy- five thousandths of one percent (1.575%), (iii) the Outstanding Revolving Credit shall never exceed the Borrowing Base, and (iv) NationsBank shall give the Administrative Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Administrative Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one Business Day's prior written notice given by NationsBank to the Administrative Agent and the other Lenders at any time and from time to time (including, without limitation, at any time following the occurrence of a default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Termination Date, each Lender (including, without limitations, NationsBank) severally agrees, as provided in the first sentence of this Section 2.1, and notwithstanding anything ----------- to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries or any other Loan Party to satisfy any condition precedent to funding any of the Revolving Loans contained in Article 8 (which conditions precedent shall not apply to this --------- sentence), to make a Revolving Loan, in the form of a Base Rate Account, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Loans Advances then outstanding, does not exceed and the amount proceeds of such Lender’s Commitment; provided, however, that (i) no Revolving Loan Loans shall be made promptly paid by the Administrative Agent to the extent NationsBank and applied as a repayment of the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofSwingline Advances then outstanding. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the sum of (i) the RC LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that each such Lender shall repay all outstanding obtain a Revolving Loans on Commitment or increase the Termination amount of its existing Revolving Commitment, as applicable, in each case by executing and delivering to the Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than three Increased Revolving Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) The failure Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Revolving Lender" under this Agreement in connection with any transaction described in Section 2.2(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender Supplement"), substantially in the form of Exhibit O, whereupon such bank, financial institution or other entity (a "New Revolving Lender") shall become a Revolving Lender for all purposes and to make any the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Revolving Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, on each Increased Revolving Facility Closing Date (i) all outstanding Revolving Loans shall be converted into a single Revolving Loan required that is a Eurodollar Loan (with an interest period to be made selected by it the Borrower), and upon such conversion the Borrower shall not relieve pay any other Lender amounts owing pursuant to Section 2.20, if any, (ii) any new borrowings of Revolving Loans on such date shall also be part of such single Revolving Loan and (iii) all Revolving Lenders (including the New Revolving Lenders) shall hold a portion of such single Revolving Loan equal to its obligations hereunder; provided that the Commitments of the Lenders are several Revolving Percentage thereof and no Lender any fundings on such date shall be responsible for any other Lender’s failure made in such a manner so as to make Revolving Loans as requiredachieve the foregoing.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each USD Revolving Lender severally agrees to make revolving credit loans (“USD Revolving Loans”) Loans to the Parent Borrower from time to time on any Business Day during the Revolving Commitment PeriodPeriod in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment or (ii) the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, at such times as the Parent Borrower may request in accordance with Section 2.2borrow, prepay and reborrow USD Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Euro Revolving Lender agrees to make Euro Revolving Loans to the Parent Borrower and/or the Subsidiary Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to which (i) does not exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingEuro Revolving Commitment, does (ii) will not exceed result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) Commitment and (iii) no Borrowing Base B Loans shall be made will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Parent Borrower and/or the Subsidiary Borrower may borrow, prepay the and reborrow Euro Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, including implementation of Reserves, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (A) such aggregate obligations shall not at any time exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the Borrowing Base at such time and (B) in no Revolving Loan event shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsoutstanding Letters of Credit at such time, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans would at such time, the aggregate principal balance of any Revolving Loans outstanding at such time the aggregate principal balance of any Term Loans outstanding at such time, collectively exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodAvailable Total Commitment. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances and Protective Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation, delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed Lender’s Class A Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation, delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (ai) Subject During the Tranche 1 Revolving Commitment Period, subject to the terms and conditions hereof, each Lender Bank severally agrees to make revolving credit loans (“Tranche 1 Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Periodeach of Xerium, at such times as the Borrower may request in accordance with Section 2.2XTI, Xxxxx-Xxxxxxxx and Weavexx in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such LenderBank’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Tranche 1 Revolving Commitment; provided, howeverthat after giving effect to the making of any Revolving Loans in no event shall the (A) Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect and (B) Total Utilization of Tranche 1 Revolving Commitments exceed the Tranche 1 Revolving Commitments then in effect; and provided, further, that (i) no Revolving Loan shall be made to for a period of at least 30 consecutive days during each Fiscal Year, commencing with the extent Fiscal Year ended December 31, 2005, the aggregate unpaid outstanding principal amount of Tranche 1 Revolving Loans (other than the aggregate amount available for drawing under all Letters of Credit then outstanding) shall be zero. Amounts borrowed pursuant to this Section 2.2(a)(i) may be repaid and reborrowed during the Tranche 1 Revolving Commitment Period. Each Bank’s Tranche 1 Revolving Commitment shall expire on the Tranche 1 Revolving Commitment Termination Date and all Tranche 1 Revolving Loans would exceed and all other amounts owed hereunder with respect to the Total Commitments, Tranche 1 Revolving Loans and the Tranche 1 Revolving Commitments shall be paid in full no later than such date. (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Tranche 2 Revolving Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with subject to the terms and conditions hereof. (b) The Borrower shall repay all outstanding , each Bank severally agrees to make Tranche 2 Revolving Loans to Xerium in an aggregate amount up to but not exceeding such Bank’s Tranche 2 Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the (A) Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect and (B) Total Utilization of Tranche 2 Revolving Commitments exceed the Tranche 2 Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a)(ii) may be repaid and reborrowed during the Tranche 2 Revolving Commitment Period. Each Bank’s Tranche 2 Revolving Commitment shall expire on the Tranche 2 Revolving Commitment Termination Date. (c) The failure of any Lender Date and all Tranche 2 Revolving Loans and all other amounts owed hereunder with respect to make any the Tranche 2 Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that Loans and the Tranche 2 Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full no later than such date.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Extensions of Credit of such Lender at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does do not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowre-borrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. Notwithstanding the foregoing and for the avoidance of doubt, on the Effective Date, the Revolving Loans made by Capital One under and as defined in the Existing Credit Agreement (the “Existing Revolving Loans”) shall be continued or “rolled over” as Revolving Loans under this Agreement, and on the Effective Date, Capital One shall be deemed to have assigned to each Revolving Lender a portion of such Existing Revolving Loans in an amount equal to its Revolving Percentage thereof. For the avoidance of doubt, on the Effective Date, the Term Loans under and as defined in the Existing Credit Agreement shall be deemed to be paid, discharged and satisfied in full. (b) The Borrower shall repay all outstanding Revolving Loans and Swing Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan such aggregate obligations shall be made to the extent the aggregate unpaid principal amount of all Loans would not at any time exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to Revolving Commitments at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans shall be ABR Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender Notwithstanding anything to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of contrary contained in this Section 2.4, the Administrative Agent, the Lenders and the Borrower hereby acknowledge, confirm and agree that immediately prior to the Closing Date, all accrued and unpaid interest, fees, indemnities, costs and other payment obligations that are several due and no Lender shall be responsible for any other Lender’s failure payable under the Existing Credit Agreement immediately prior to make Revolving Loans as requiredthe Closing Date are payable without set-off, counterclaim, deduction, offset or defense on the Closing Date.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed Xxxxxx’s Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Loans exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, on the First Refinancing Amendment Effective Date, each New Revolving Lender severally agrees to make revolving credit loans (“available Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request Commitments in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed set forth on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofits signature page hereto. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments commitments of the New Revolving Lenders are several several, and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make New Revolving Loans. (c) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the First Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the New Revolving Commitments shall constitute “Revolving Commitments” and “Other Revolving Commitments”, (ii) the New Revolving Loans shall constitute “Revolving Loans” and “Other Revolving Loans” and (iii) each New Revolving Lender shall become an “Additional Lender”, a “Revolving Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Revolving Commitment (or, following the making of a New Revolving Loan, a Revolving Loan). (d) On the First Refinancing Amendment Effective Date, all Original Revolving Commitments shall be terminated, and all Original Revolving Loans shall be deemed repaid and such portion thereof that were ABR Loans shall be reborrowed as requiredABR Loans by the Borrowers and such portion thereof that were Eurocurrency Loans shall be reborrowed as Eurocurrency Loans by the Borrowers (it being understood that for each tranche of Original Revolving Loans that were Eurocurrency Loans, (x) the initial Interest Period for the relevant reborrowed Eurocurrency Loans shall equal the remaining length of the Interest Period for such tranche and (y) the Adjusted LIBO Rate for the relevant reborrowed Eurocurrency Loans during such initial Interest Period shall be the Adjusted LIBO Rate for such tranche immediately prior to the First Refinancing Amendment Effective Date) and the New Revolving Lenders shall advance funds to the Administrative Agent no later than 12:00 Noon, New York City time on the First Refinancing Amendment Effective Date as shall be required to repay the Original Revolving Loans of Revolving Lenders such that each Revolving Lender’s share of outstanding Revolving Loans on the First Refinancing Amendment Effective Date is equal to its Applicable Percentage (after giving effect to the First Refinancing Amendment Effective Date).

Revolving Commitments. (a) Subject to the terms and conditions hereof, including implementation of Reserves, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such LenderXxxxxx’s Revolving Commitment; provided. In addition, however, that (A) such aggregate obligations shall not at any time exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the Borrowing Base at such time and (B) in no Revolving Loan event shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsoutstanding Letters of Credit at such time, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans would at such time, and the aggregate principal balance of any Revolving Loans outstanding at such time the aggregate principal balance of any Term Loans outstanding at such time, collectively exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodAvailable Total Commitment. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Borrowings of more than one Type may be outstanding at the same time; provided that, there shall not be more than a total of seven (7) SOFR Borrowings outstanding at any time. (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances and Protective Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower and/or the Co-Borrower, as the case may be, from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.6(b)) to the sum of (i) such Lender’s Applicable Revolving Percentage of the L/C Obligations then outstanding, (ii) such Lender’s Swingline Exposure then outstanding and (iii) the Dollar Equivalent of the aggregate principal amount of Swingline the Foreign Currency Loans of such Lender then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and the Co-Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower or the Co-Borrower, as applicable, and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Foreign Currency Loans to the Borrower and/or the Co-Borrower, as the case may be, from time to time during the Revolving Commitment Period; provided that after giving effect to the requested Foreign Currency Loan (and after giving effect to any application of proceeds of such Foreign Currency Loans pursuant to Section 2.6(b)) (i) the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time shall not exceed the Foreign Currency Sublimit, (ii) the sum of (x) such Lender’s Revolving Percentage of the L/C Obligations then outstanding, (y) such Lender’s Swingline Exposure then outstanding and (z) the outstanding amount of such Lender’s Revolving Loans (including the Dollar Equivalent of any Foreign Currency Loans) shall not exceed such Lender’s Revolving Commitment, and (iii) the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. Each Revolving Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower and/or the Co-Borrower to repay such Loan in accordance with the terms of this Agreement. (c) The Borrower and the Co-Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower Borrowers, without double-counting (i.e., amounts advanced by a Lender in respect of its Tranche A Commitment shall not be counted in reduction of its Tranche B Commitment, or vice versa) (x) in the case of Lenders with a Tranche A Commitment, in Dollars only, from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingoutstanding Tranche A L/C Obligations, does not exceed the amount of such Lender’s Tranche A Commitment, and (y) in the case of Lenders with a Tranche B Commitment, in Dollars or in an Alternate Currency, from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Applicable Percentage of the then outstanding Tranche X X/C Obligations, does not exceed the amount of such Lender’s Tranche B Commitment; provided, however, provided that (i) no Revolving Money Market Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to available in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodan Alternate Currency. During the Commitment Period, Period the Borrower Borrowers may borrow, prepay use the Revolving Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall, at any time, the sum of the Revolving Exposure of all of the Lenders plus the aggregate principal amount of outstanding Competitive Loans exceed the aggregate Revolving Commitments then in effect. (bii) The Borrower Each Revolving Credit Loan shall repay all outstanding be made as part of a borrowing consisting of Revolving Credit Loans on made by the Termination Date. (c) Lenders in accordance with their respective Applicable Percentages of the Tranche A Commitments or the Tranche B Commitments, as applicable, and to the extent such Revolving Credit Loan is made shall constitute a use of the Tranche A Commitment or the Tranche B Commitment, as applicable. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.1. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required. (iii) Subject to Section 2.8 and Section 2.10, Revolving Credit Loans denominated in Dollars may from time to time be Eurocurrency Loans, ABR Loans, or Money Market Loans or a combination thereof, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4, provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date. Revolving Credit Loans denominated in an Alternate Currency shall be composed entirely of Eurocurrency Loans and shall only be made using Tranche B Commitments. Each Lender at its option may make any Revolving Credit 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 affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, including Section 2.12, and no Lender shall make any such election if and to the extent the same would cause the applicable Borrower to increase its payment obligations hereunder. Subject to Section 2.8 and Section 2.10, any Competitive Loan may from time to time be a Eurocurrency Loan or a Fixed Rate Loan as the applicable Borrower may request in accordance with Section 2.1.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, (i) each Tranche 1 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 1 Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Tranche 1 Outstanding Revolving Credit exceeding such Lender’s Tranche 1 Revolving Commitment or (iB) no the Dollar Amount of Tranche 1 Revolving Loan shall be made to Loans and Tranche 3 Revolving Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsTranche 1-3 Alternative Currency Revolving Sublimit, (ii) no Borrowing Base A Loans shall be made each Tranche 2 Revolving Lender severally agrees to the extent that the make to QVC or zulily revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 2 Revolving Loans”) in an aggregate unpaid principal amount that will not result at the time of all such Borrowing Base A in (A) the Dollar Amount of such Lender’s Tranche 2 Outstanding Revolving Credit exceeding such Lender’s Tranche 2 Revolving Commitment or (B) the Dollar Amount of Tranche 2 Revolving Loans would exceed in Alternative Currencies exceeding the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Tranche 2 Alternative Currency Revolving Loan) Sublimit and (iii) no each Tranche 3 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 3 Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing Base B in (A) the Dollar Amount of such Lender’s Tranche 3 Outstanding Revolving Credit exceeding such Lender’s Tranche 3 Revolving Commitment or (B) the Dollar Amount of Tranche 1 Revolving Loans shall be made to and Tranche 3 Revolving Loans in Alternative Currencies exceeding the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodTranche 1-3 Alternative Currency Revolving Sublimit. During the Revolving Commitment PeriodPeriod (i) QVC may use the Tranche 1 Revolving Commitments and Tranche 3 Revolving Commitments by borrowing, prepaying the Borrower Tranche 1 Revolving Loans and Tranche 3 Revolving Loans, respectively, in whole or in part, and reborrowing, and (ii) QVC and zulily may borroweach use the Tranche 2 Revolving Commitments by borrowing, prepay prepaying the Tranche 2 Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under a Revolving Facility shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments under such Revolving Facility. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Commitments under the Tranche 1 Revolving Facility, Tranche 2 Revolving Facility or Tranche 3 Revolving Facility, as applicable. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans in Dollars to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed, that (i) no only in the currency borrowed, during the Revolving Loan shall Commitment Period. All Revolving Loans will be made to by all Revolving Lenders (including both 2018 Revolving Lenders and 2020 Revolving Lenders) in accordance with their Pro Rata Share of the extent Revolving Commitments until the aggregate unpaid principal amount of 2018 Revolving Commitment Maturity Date; thereafter, all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall will be made to by the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value 2020 Revolving Lenders in accordance with their Pro Rata Share of the Pledged Eligible Assets (including 2020 Revolving Commitments until the Pledged Eligible Assets referred to in Section 2.2(a)(ii) 2020 Revolving Commitment Maturity Date. Each Lender’s Revolving Commitment shall expire on the applicable Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to such Revolving Loan) Loans and (iii) no Borrowing Base B Loans such Revolving Commitments shall be made to paid in full no later than such applicable date. For the extent that avoidance of doubt, on the aggregate amount of 2018 Revolving Commitment Termination Date, all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the 2018 Revolving Loans outstanding on such date shall be paid in whole or in part, full and reborrowon the 2020 Revolving Commitment Termination Date, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding 2020 Revolving Loans outstanding on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender such date shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (i) each US$ Revolving Lender severally agrees to make revolving credit loans in Dollars (“US$ Revolving Loans”) to the Parent Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable US$ Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no US$ Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Commitment and (ii) no Borrowing Base A Loans shall be made each Multicurrency Revolving Lender severally agrees to make revolving credit loans in Dollars and each Alternative Currency (“Multicurrency Revolving Loans”) to the extent that Parent Borrower and the Foreign Subsidiary Borrowers from time to time during the Revolving Commitment Period in an aggregate unpaid principal amount of all Borrowing Base A Loans would at any one time outstanding which does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Multicurrency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodCommitment. During the Revolving Commitment PeriodPeriod the relevant Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans denominated in Dollars, ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Each Borrower shall repay all outstanding Revolving Loans borrowed by it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, that does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any borrowing of Revolving Loans, (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Revolving Loans would and Swing Line Loans outstanding shall not exceed the Total Commitments, Revolving Commitments and (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Revolving Loans would exceed the aggregate Loan Value outstanding of any Lender, plus such Lender’s Revolving Percentage of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate outstanding amount of all Borrowing Base B Swing Line Loans would shall not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodLender’s Revolving Commitment. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. All borrowings of Revolving Loans made on the Closing Date shall be made as Base Rate Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure Borrower may at any time and from time to time, upon 15 days prior written notice by the Borrower to the Administrative Agent, increase the Total Revolving Commitments by up to ONE HUNDRED MILLION DOLLARS ($100,000,000) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the Borrower and approved by the Administrative Agent; provided that: (i) any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof and the Borrower may make a maximum of three requests; (ii) no Default or Event of Default shall exist and be continuing at the time of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and such increase; (iii) no existing Lender shall be responsible for under any other obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s failure sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (B) any existing Lender electing to make increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of such increase signed by a Responsible Officer of each Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or the resultant increased amount, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 3 and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 3.1 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1, and (2) no Default or Event of Default exists. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase to the extent necessary to keep the outstanding Revolving Loans as requiredratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. In connection with any such increase in the Total Revolving Commitments, Schedule 1.1 (a) shall be revised by the Administrative Agent to reflect the new Revolving Commitments.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed Xxxxxx’s Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower and/or the Co-Borrower, as the case may be, from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the Dollar Equivalent of the aggregate principal amount of Swingline the Foreign Currency Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and the Co-Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower or the Co-Borrower, as applicable, and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrower and/or the Co-Borrower, as the case may be, from time to time during the Revolving Commitment Period; provided that after giving effect to the requested Foreign Currency Loan (i) the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time shall not exceed the Foreign Currency Sublimit, (ii) such Lender’s Revolving Extensions of Credit do not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. (c) The Borrower and the Co-Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender Class A Lender, severally and not jointly with the other Class A Lenders, agrees from time to time during the Class A Revolving Commitment Period to make revolving credit loans (each, a “Class A Revolving Loan” and, collectively, the “Class A Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Class A Lender’s Applicable Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstandingAggregateother Class A Revolving Outstandings, does not exceed the amount of such Class A Lender’s Commitment; provided, however, that (i) no Class A Revolving Commitment in effect at such time as at the date such Class A Revolving Loan is to be made. The amount of each Class A Lender’s Class A Revolving Loans and Class A Revolving Commitment on the ClosingAmendment No. 3 Effective Date shall be made equal to the extent amount reflected on the aggregate unpaid principal Register on the ClosingAmendment No. 3 Effective Date, which amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodconclusive absent manifest error. During the Class A Revolving Commitment Period, the Borrower may borrowuse the Class A Revolving Commitments by borrowing, prepay prepaying the Class A Revolving Loans in whole or in part, and reborrowreborrowing, all in the accordance with the terms and conditions hereof. The Class A Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15. (a) (b) Subject to the terms and conditions hereof, each Class B Lender, severally and not jointly with the other Class B Lenders, agrees from time to time during the Class B Revolving Commitment Period to make revolving credit loans (each, a “Class B Revolving Loan” and, collectively, the “Class B Revolving Loans”) to the Borrower in an aggregate principal amount at any one time outstanding which, when added to such Class B Lender’s other Class B Revolving Outstandings, does not exceed the amount of such Class B Lender’s Class B Revolving Commitment in effect at such time as at the date such Class B Revolving Loan is to be made. The Borrower shall repay all outstanding amount of each Class B Lender’s Class B Revolving Loans and Class B Revolving Commitment on the Termination Amendment No. 34 Effective Date shall be equal to the amount reflected on the Register on the Amendment No. 34 Effective Date, which amount shall be conclusive absent manifest error. During the Class B Revolving Commitment Period, the Borrower may use the Class B Revolving Commitments by borrowing, prepaying the Class B Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Class B Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15. (c) The failure Borrower shall repay (i) all outstanding Class A Revolving Loans on the Original Termination Date of any Lender the Class A Revolving Commitments and (ii) all outstanding Class B Revolving Loans on the Termination Date of the Class B Revolving Commitments or, in each case or, with respect to make any Revolving Loan Loans outstanding with respect to an Extended Revolving Commitment, the Termination Date applicable thereto. (d) Any Revolving Loans made (including without limitation those required to be made by it under Sections 2.3 and 2.4) on or after the Amendment No. 3 Effective Date shall not relieve any other be made ratably in accordance with the pro rata share of Total Revolving Commitments of each Lender (and for the avoidance of its obligations hereunder; provided doubt, shall be made ratably among the Class A Revolving Commitments and the Class B Revolving Commitments such that the Class A Revolving Loans and the Class B Revolving Loans shall always comprise the percentage that the Class A Revolving Commitments and the Class B Revolving Commitments, respectively, comprise of the Lenders are several and no Lender Total Revolving Commitments as of such date). For the avoidance of doubt, (i) all Borrowings of Revolving Loans at any time prior to the Stated Maturity of the Class A Revolving Commitments shall be responsible for any other Lender’s failure made, and deemed to make be made, ratably among the Class A Lenders and the Class B Lenders, and (ii) all Borrowings of Revolving Loans as requiredprior to the Stated Maturity of the Class B Revolving Commitments but on or after the Stated Maturity of the Class A Revolving Commitments shall be made, and deemed to be made, ratably among the Class B Lenders.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender severally agrees to make revolving credit loans make: (“a) BB Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, BB Availability Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does that will not exceed the amount of such Lender’s Commitment; provided, however, that result in (i) no such Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Lender's Total CommitmentsRevolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value BB Revolving Credit Exposure of the Pledged Eligible Assets (including Revolving Lenders exceeding the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Maximum BB Revolving Loan) and Available Amount, or (iii) the aggregate BB Total Credit Exposure of the Lenders exceeding the Maximum BB Loan Available Amount; provided however, that no Borrowing Base B Loans Revolving Lender shall be made obligated to make a BB Revolving Loan in excess of such Lender's Applicable Revolving Percentage of the difference between (A) the Maximum BB Revolving Available Amount and (B) the aggregate BB Revolving Credit Exposure; and (b) WC Revolving Loans to the extent Borrower from time to time during the WC Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender's Total Revolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment, or (ii) the aggregate amount WC Credit Exposure of all Borrowing Base B Loans would exceed the Borrowing Base B LimitRevolving Lenders exceeding the Maximum WC Revolving Loan Available Amount; provided further however, that Borrowing Base B no Revolving Lender shall be obligated to make a WC Revolving Loan in excess of such Revolving Lender's Applicable Revolving Percentage of the difference between (A) the Maximum WC Revolving Loan Available Amount and (B) the WC Revolving Credit Exposure. Notwithstanding anything herein to the contrary, the Revolving Lenders shall have no obligation to make (i) Specified WC Revolving Loans may not be borrowed on in an aggregate principal amount in excess of $17,250,000 or (ii) any date in any rolling period of 90 consecutive days if Borrowing Base B WC Revolving Loans have already been outstanding for 30 days during such periodpurposes other than Permitted WC Uses. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay the and reborrow Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans Loans, the aggregate undrawn amount of all then outstandingoutstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans would shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Available Revolving Commitments then in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodeffect. During the Revolving Commitment Period, the Borrower may borrowuse the Available Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Notwithstanding anything to the contrary contained herein, during the existence of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) Notwithstanding anything to the contrary set forth in the Existing Credit Agreement or in any other Loan Document, all “Revolving Loans” (as defined in the Existing Credit Agreement) having been made by any Lender pursuant to the Existing Credit Agreement and outstanding thereunder immediately prior to the occurrence of the Amendment and Restatement Date (after giving effect to any payment of the principal amount of such Revolving Loans on the Amendment and Restatement Date) (an “Existing Revolving Loan”) (a) shall be deemed for all purposes under this Agreement and the other Loan Documents to be Revolving Loans having been made by the Revolving Lenders hereunder (in accordance with the final and allocated Revolving Commitments of the Lenders specified in Schedule 1.1A), (b) shall be deemed to constitute a portion of the Revolving Commitments of the Revolving Lenders specified in such Schedule 1.1A (in accordance with the final and allocated Revolving Commitments of the Lenders specified in Schedule 1.1A), and (c) shall be subject in all respects to the terms and provisions of this Agreement and the other Loan Documents. (c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, outstanding does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving Commitments in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Revolving Commitments does not exceed $400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. (c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower or any Subsidiary Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate Dollar Equivalent principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; providedprovided that after giving effect to any such Revolving Loans, however, that (ix) no the Total Revolving Loan Extensions of Credit shall be made to the extent the aggregate unpaid principal amount of all Loans would not exceed the Total Commitments, Revolving Commitments and (iiy) no Borrowing Base A Loans the Total Revolving Extensions of Credit denominated in Alternative Currencies shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodAlternative Currency Sublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Termination Date. The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject During the Revolving Commitment Period applicable to any Lender’s Revolving Commitment, subject to the terms and conditions hereof, each such Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Borrowers in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (iafter giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) no may be repaid and reborrowed during the Revolving Loan shall Commitment Period. All Revolving Loans will be made to by all Revolving Lenders (including both 2012 Revolving Lenders and 2015 Revolving Lenders) in accordance with their Revolving Percentages until the extent the aggregate unpaid principal amount of 2012 Revolving Commitment Termination Date; thereafter, all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall will be made to by the extent that 2015 Revolving Lenders in accordance with their Revolving Percentages until the aggregate unpaid principal amount of 2015 Revolving Commitment Termination Date. Each Lender’s 2012 Revolving Commitment shall expire on the 2012 Revolving Commitment Termination Date and all Borrowing Base A 2012 Revolving Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) and all other amounts owed hereunder with respect to such the 2012 Revolving Loan) Loans and (iii) no Borrowing Base B Loans the Revolving Commitments shall be made paid in full no later than such date. Each Lender’s 2015 Revolving Commitment shall expire on the 2015 Revolving Commitment Termination Date and all 2015 Revolving Loans and all other amounts owed hereunder with respect to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the 2015 Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding 2015 Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full no later than such date.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower Borrowers from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding whichoutstanding, when added to such Lender’s Applicable Commitment Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment PeriodPeriod the Borrowers may use the Commitments by borrowing, prepaying the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrowand, reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (b) The From time to time during the Commitment Period, at the request of the Borrower Representative, with the prior written consents of the Administrative Agent and the then Issuing Lenders (which consents shall repay not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all outstanding Revolving Loans on purposes and to the Termination Datesame extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $75,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (c) The failure Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register. (d) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any Lender New Lenders) pursuant to make their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any Revolving Loan required amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders. (e) On the Termination Date, each Borrower shall repay all then outstanding Loans made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsuch Borrower.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Dollar Revolving Percentage of the LC Obligations then outstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Xxxxxx’s Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans and Alternative Currency Revolving Loans denominated in Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination applicable Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) ), in Dollars or in any Alternative Currency, to the Borrower Borrowers or any Designated Borrower, if applicable, from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Revolving Loan, (i) no Total Revolving Loan Extensions of Credit shall be made to the extent the aggregate unpaid principal amount of all Loans would not exceed the Total Revolving Commitments, (ii) no Borrowing Base the Revolving Extensions of Credit of any Lender, plus the Dollar Equivalent of such Lender’s L/C-B/A Loans Exposure then outstanding, plus such Lender’s Swingline Exposure then outstanding shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Revolving Loan) and Commitment, (iii) no Borrowing Base B Loans Total Revolving Extensions of Credit denominated in Alternative Currencies shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may Alternative Currency Sublimit and (iv) Total Revolving Extensions of Credit to Foreign Borrowers shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodexceed the Foreign Borrower Sublimit. During the Revolving Commitment PeriodPeriod the Company or any Designated Borrower, if applicable, may use the Borrower may borrowRevolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Rate Loans, CDOR Rate Loans, HIBOR Rate Loans, or Base Rate Loans, as determined by the Company or any Designated Borrower and notified to the Administrative Agent in accordance with Sections 2.05 and 2.12. (b) The Each Borrower or any Designated Borrower, if applicable, shall repay all the outstanding Revolving Loans extended to it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage the Dollar Equivalent of each of the aggregate principal outstanding amount of any Revolving Loans, any Swingline Loans then outstandingLoans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Commitments, Revolving Commitments in effect at such time and (ii) no Borrowing Base A the Dollar Equivalent of all Revolving Loans shall be made to the extent that funded in Foreign Currencies and the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) L/C Exposure with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans Foreign Currency Letters of Credit shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodForeign Currency Sublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Notwithstanding anything to the contrary contained herein, during the existence of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurocurrency Loan. (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any All Revolving Loan required to Loans shall be made by it shall not relieve any only in Dollars or other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender Agreed Currencies. (d) All Revolving Loans in Agreed Currencies other than Dollars shall be responsible for any other Lender’s failure to make Revolving Loans as requiredEurocurrency Loans.

Revolving Commitments. (aA) Subject to If at any time (1) the terms Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and conditions hereof, each Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Obligations denominated in an aggregate principal amount at any one time outstanding whichAlternative Currency shall exceed the Alternative Currency Sublimit, when added to such Lender’s Applicable Percentage of (5) the aggregate principal amount Outstanding Amount of Swingline Loans then outstanding, does not shall exceed the Swingline Sublimit and (6) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount of such Lender’s Commitmentequal to the difference; provided, however, that L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, (i) no the Outstanding Amount of Limited Currency Revolving Loan Obligations shall be made to exceed 105% of the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsAggregate Limited Currency Revolving Committed Amount, (ii) no Borrowing Base A Loans the Outstanding Amount of Multicurrency Revolving Obligations shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value 105% of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Aggregate Multicurrency Revolving Loan) and Committed Amount or (iii) no Borrowing Base B Loans the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Foreign Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofdifference. (bB) The If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall repay all outstanding Revolving Loans on Cash Collateralize the Termination Date. (c) The failure L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided time that the Commitments Outstanding Amount of all L/C Obligations denominated in a Alternative Currency at such time exceeds an amount equal to 105% of the Lenders are several Alternative Currency L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency L/C Sublimit. The Administrative Agent may, at any time and no Lender shall from time to time after the initial deposit of such cash collateral, request that additional cash collateral be responsible for any other Lender’s failure provided in order to make Revolving Loans as requiredprotect against the results of further exchange rate fluctuations.

Revolving Commitments. (a) Subject to the terms and conditions hereofherein set forth, each Lender severally hereby severally, but not jointly, agrees to make revolving credit loans in Dollars (each such loan, a “Revolving LoansLoan”) ), not to exceed the Revolving Commitment Amount, to the Borrower from time to time Borrowers as follows: (i) an initial borrowing on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2Closing Date, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does $15,000,000 (the “Initial Borrowing”) and (ii) additional borrowings on each Subsequent Revolver Funding Date in respect of which a Notice of Borrowing has been delivered in an amount not to exceed the Availability or a greater amount agreed to in writing by the Administrative Agent or each Lender in their sole discretion. The proceeds of such Lender’s Commitment; provided, however, that Revolving Loans shall be deposited into the Term and Revolving Loan Priority Collateral Deposit Account. The Revolving Loans and Revolving Loan proceeds shall be allocated to the Borrowers in the manner specified in the Notice of Borrowing therefor and used to pay (i) no Revolving Loan shall be made certain pre-petition expenses of the Borrowers and other costs authorized by the Bankruptcy Court in each case acceptable to the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsLenders, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount Obligations hereunder and under all other Loan Documents (including, without limitation, interest, fees, expenses and other amounts of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loanwhatever nature and Agent Expenses) and (iii) no Borrowing Base B Loans post-petition operating expenses and to fund working capital of the Borrowers and other costs and expenses of administration of the Chapter 11 Cases (excluding wind-down expenses and payments with respect any management incentive plan unless agreed to in writing by the Lenders in their sole discretion), in each case subject to Availability and not to exceed the Revolving Commitment Amount. Notwithstanding the preceding, prior to the entry by the Bankruptcy Court of a Final Order, the Revolving Commitment Amount shall be made limited to the sum of $25,000,000, to the extent that authorized by the aggregate amount Interim Order. For the avoidance of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may doubt, there shall not be borrowed on any date more than one borrowing in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereoffiscal week. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (i) each Lender severally agrees to make revolving credit loans (“"GMBH Revolving Loans”") in Euros to the Borrower GMBH from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, that does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no 's GMBH Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Commitment and (ii) no Borrowing Base A Loans shall be made each Lender severally agrees to make revolving credit loans ("BV Revolving Loans; collectively with the extent that GMBH Revolving Loans, "Revolving Loans") in Euros to BV from time to time during the Revolving Commitment Period in an aggregate unpaid principal amount of all Borrowing Base A Loans would at any one time outstanding that does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodLender's BV Revolving Commitment. During the Revolving Commitment Period, the Borrower Borrowers may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof; provided that (x) GMBH may not borrow in excess of E76,500,000 of Revolving Loans at any one time and (y) BV may not borrow in excess of E51,000,000 of Revolving Loans at any one time. The Revolving Loans shall be Eurocurrency Loans. (b) The Borrower GMBH shall repay all outstanding Revolving Loans borrowed by it on the Revolving Termination Date. (c) The failure of any Lender to make any . BV shall repay all outstanding Revolving Loan required to be made Loans borrowed by it shall not relieve any other Lender on the Revolving Termination Date. For the avoidance of its doubt, it is understood and agreed that (i) the obligations hereunder; provided that the Commitments of the Lenders Borrowers to repay outstanding Revolving Loans are several and no not joint, (ii) GMBH is not liable to the Administrative Agent or any Lender shall be responsible for any of the obligations of BV, Novellus or any other Lender’s failure Group Member, nor is GMBH obligated in any manner to indemnify, repay or otherwise make Revolving Loans whole the Administrative Agent or any Lender for any loss or expense that may be sustained or incurred as requireda consequence of any action or inaction of BV, Novellus or any other Group Member, and (iii) BV is not liable to the Administrative Agent or any Lender for any of the obligations of GMBH, Novellus or any other Group Member, nor is BV obligated in any manner to indemnify, repay or otherwise make whole the Administrative Agent or any Lender for any loss or expense that may be sustained or incurred as a consequence of any action or inaction of GMBH, Novellus or any other Group Member.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the Magellan Reserve, and (iii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, Revolving Commitment provided however, that (i) no notwithstanding the foregoing each Revolving Loan Lender shall be made make Revolving Loans to the extent Borrower during the aggregate unpaid principal Revolving Commitment Period in an amount not to exceed such Lender’s Revolving Percentage of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made Magellan Reserve to the extent that the aggregate unpaid principal amount of all Borrowing Base A Borrower utilizes such Revolving Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to repay, or fund in Section 2.2(a)(ii) escrow with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to to, amounts owing under the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodMagellan Seller Notes. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, (i) each Dollar Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans”"DOLLAR REVOLVING LOANS") to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to that will not result in such Lender’s Applicable Percentage of 's Revolving Loans under the Dollar Revolving Commitments exceeding such Lender's Dollar Revolving Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency ("MULTICURRENCY REVOLVING Loans"; together with the Dollar Revolving Loans, the "REVOLVING LOANS") in an aggregate principal amount that will not result at the time of Swingline Loans then outstanding, does not exceed such Borrowing in (A) the amount Dollar Amount of such Lender’s Commitment; provided, however, that 's Revolving Loans under the Multicurrency Revolving Commitments exceeding such Lender's Multicurrency Revolving Commitment or (iB) no the Dollar Amount of Multicurrency Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Dollar Revolving Loans or Multicurrency Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.04 and 2.06. (b) The Borrower Each Revolving Loan under the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Lenders thereunder ratably in accordance with their respective Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided PROVIDED that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s 's failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; PROVIDED that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Dollar Revolving Commitments or the Total Multicurrency Revolving Commitments, as the case may be. Borrowings of more than one Type and Class may be outstanding at the same time; PROVIDED that there shall not at any time be more than a total of 12 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Revolving Lender severally agrees to make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an aggregate amount up to but not exceeding such Class A Revolving Lender’s Revolving Commitment; provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; or EAST\142645020. 536 (b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Revolving Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or (b) The Borrower shall repay all the aggregate outstanding principal amount of the Class B Revolving Loans on the Termination Datefunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding, (iii) the aggregate principal amount of Foreign Currency Fronting Loans then outstanding and (iv) its Bilateral Commitment, if any, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, provided that (i) no Revolving Loan shall be made to in the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent event that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof.any (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender Borrower may from time to make any time elect to increase the Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderCommitments; provided that (i) the Revolving Commitments may not be increased by more than $50,000,000 pursuant to this paragraph and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of not less than $5,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), that agree to increase their existing Revolving Commitments or to extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Lenders are several Borrower and no the Administrative Agent and (ii) the Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and its status as a Revolving Lender. Increases and new Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Lenders and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be responsible satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under paragraph (i) of Section 6.1 and clauses (ii) and (iii) of paragraph and (j) of Section 6.1 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and related matters and such other documents that the Administrative Agent shall reasonably request in connection therewith (which may include amendments to the Security Documents necessary or advisable in the judgment of the Administrative Agent in connection with such increase). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Revolving Lender’s failure portion of the outstanding Revolving Loans of all the Revolving Lenders to make equal its Revolving Percentage of such outstanding Revolving Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as requiredof the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 3.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.11 if the deemed payment occurs other than on the last day of the related Interest Periods.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (each such loan, a “Revolving LoansLoan”) to the Borrower in Dollars from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Availability Period in an aggregate principal amount not to exceed at any one time outstanding whichthe amount of such Lender’s Revolving Commitment; provided, when added however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Total Outstandings shall not exceed the Borrowing Base, and (iii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the aggregate principal amount Outstanding Amount of Swingline Loans then outstandingall L/C Obligations, does not exceed the amount of plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein. (b) Each of the Fixed Rate Lenders and the Borrower hereby agree that (i) the Fixed Rate Loan shall, effective as of the Closing Date, be governed in its entirety by the terms of this Agreement, and (ii) the Prior Credit Agreement and any notes issued by the Borrower in connection with such Prior Credit Agreement shall no longer be of any force and effect; provided, however, that (i) no Revolving the transfer of the Fixed Rate Loan to this Agreement is not intended to, and shall not, constitute a novation. The Fixed Rate Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value considered one of the Pledged Eligible Assets (including Loans advanced hereunder and receive all of the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) benefits and (iii) no Borrowing Base B protections of the other Loans shall be made to hereunder and under the extent that Loan Documents. Amounts repaid on the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans Fixed Rate Loan may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofreborrowed. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, outstanding does not exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrow, prepay use the Revolving Loans in whole or in partCommitments by borrowing, prepaying and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Loans or Base Rate Loans, as determined by Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all outstanding Revolving Loans on the Scheduled Revolving Termination Date. (c) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, which request is communicated to Borrower, Borrower will execute and deliver to such Lender a promissory note of Borrower dated the Closing Date evidencing the Revolving Commitment of such Lender, substantially in the form of Exhibit I with appropriate insertions as to date and principal amount (each, as amended, supplemented or otherwise modified from time to time, a "Revolving Note"). Each Lender is hereby authorized to record the date, Type and amount of each Revolving Loan made by such Lender, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of LIBOR Loans, the length of each Interest Period and LIBOR Rate with respect thereto, on the schedule (or any continuation of the schedule) annexed to and constituting a part of its Revolving Note, and any such recordation shall, absent manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of Borrower to repay (with applicable interest) the Revolving Loans made to Borrower in accordance with the terms of this Agreement. Any Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 10.6 and by registration of such assignment or transfer of such Note and the Obligations evidenced thereby in the Register (and each Note shall expressly so provide). Upon receipt of an affidavit of an officer of any Lender or the Administrative Agent as to make the loss, theft, destruction or mutilation of any Revolving Loan required to be made by it shall not relieve Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of such Note or other security document, and execution and delivery of an appropriate indemnification agreement by such Lender or the Administrative Agent, as applicable, in form and substance reasonably satisfactory to Borrower in favor of its obligations hereunder; provided that Borrower relating thereto, Borrower will issue, in lieu thereof, a replacement Note or other security document in the Commitments same principal amount thereof and otherwise of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredlike tenor.

Revolving Commitments. (a) Subject to the terms and conditions hereof, Exhibit B hereto sets forth for each Lender severally agrees (i) its Revolving Commitment under the Existing Credit Agreement immediately prior to make revolving credit loans giving effect to this Amendment, if any, (“ii) the amount, if any, of its Revolving Loans”Commitment that will be a Non-Extended US Revolving Commitment and (iii) the amount, if any, of its Revolving Commitment that such Lender is converting to an Extended Revolving Commitment (provided that the Canadian Revolving Commitment shall be an Extended Revolving Commitment) or the amount that such New Lender is committing to provide as an Extended US Revolving Commitment. To the extent any Lender has not elected to convert any of its US Revolving Commitment to an Extended US Revolving Commitment, all of its US Revolving Commitment under the Existing Credit Agreement immediately prior to giving effect to this Amendment shall be deemed to be a Non-Extended US Revolving Commitment immediately upon this Amendment becoming effective. (b) Immediately upon this Amendment becoming effective, (i) the principal amount of all US Revolving Loans outstanding under the Existing Credit Agreement shall be deemed to be outstanding ratably between the Extended US Revolving Commitments and the Non-Extended US Revolving Commitments, (ii) the Borrower from time shall be deemed to time on any Business Day during have requested one or more Borrowings under the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Extended US Revolving Commitments in an aggregate principal amount at equal to the aggregate outstanding Non-Extended US Revolving Loans under the Non-Extended US Revolving Commitments and (iii) the proceeds of such Borrowings shall be applied to repay such Non-Extended US Revolving Loans under the Non-Extended US Revolving Commitments on the date hereof, or to the extent that repayment of any one time Non-Extended US Revolving Loan on the date hereof would result in any payment under Section 4.4 of the Existing Credit Agreement, then on the last day of the Interest Period for such Non-Extended US Revolving Loans (and funding of the corresponding Borrowing(s) shall not occur until such date). (c) Immediately upon this Amendment becoming effective, all US Letters of Credit issued and outstanding whichunder the Existing Credit Agreement shall be deemed to be issued and outstanding under the Extended US Revolving Commitments, when added each Extended US Lender shall be deemed to such Lender’s Applicable Percentage have purchased a participation in the related US LC Exposure equal to its Pro Rata Share (based on its Extended US Revolving Commitment and the Aggregate Extended US Revolving Commitment Amount) thereof, and any participation in the US LC Exposure held by the Non-Extended US Lenders shall immediately terminate and be of no further force and effect. (d) Immediately upon this Amendment becoming effective, the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Non-Extended US Revolving Loan Commitments shall be made reduced to $130,000,000, allocated ratably to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Non-Extended US Revolving Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of and all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to notices required in Section 2.2(a)(ii) connection with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofreduction are hereby waived. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofof this Agreement, each Lender who has agreed to provide a Revolving Commitment severally agrees to make revolving credit loans (“Revolving Loans”) advances to the Borrower from time to time on any Business Day during from and including the Commitment Period, at such times as Closing Date to but excluding the Borrower may request in accordance with Section 2.2, Revolving Termination Date in an aggregate principal amount at any one time outstanding which, when added up to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does but not exceed exceeding the amount of such Lender’s 's Revolving Commitment as then in effect; PROVIDED, HOWEVER, (a) the Outstanding Revolving Credit applicable to a Lender shall not at any time exceed such Lender's Revolving Commitment; provided, however, that (b) the Outstanding Revolving Credit of all of the Lenders shall not at any time exceed the lesser of (i) the Revolving Loans Borrowing Base or (ii) the aggregate Revolving Commitments, and (c) no Revolving Loan advance shall be made at any time other than concurrently with or within 3 calendar days after the closing of a securitization of the Borrower's Receivables through the issuance of debt Securities amortizing over time and not constituting a "warehouse" or revolving credit facility. Subject to the extent foregoing limitations, and the aggregate unpaid principal amount other terms and provisions of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodthis Agreement, the Borrower may borrow, prepay prepay, and reborrow hereunder the amount of the Revolving Commitments and may establish Base Rate Accounts and Libor Accounts thereunder and, until the Revolving Termination Date, the Borrower may Continue Libor Accounts established under the Revolving Loans in whole or in part, and reborrow, all in accordance with Convert Accounts established under the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments one Type into Accounts of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredType.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrower from time to time during the Revolving Commitment Period; provided that (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan, such Lender’s Revolving Percentage of the sum of (x) the L/C Obligations then outstanding, (y) the aggregate principal amount of the Swingline Loans then outstanding and (z) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. (c) The Borrower shall repay all outstanding Revolving Loans and Foreign Currency Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together with the Swingline Loans and Multicurrency Loans, “Revolving Loans”) to the Borrower and any Subsidiary Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and any Subsidiary Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and any Subsidiary Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.9. (b) The Borrower and any Subsidiary Borrower shall repay all outstanding Revolving Loans made to it on the Revolving Termination Date. (c) The failure of any Subject to the terms and conditions hereof, each Lender severally agrees, from time to time during the Revolving Commitment Period, to make revolving credit loans denominated in one or more Foreign Currencies (“Multicurrency Loans”) to the Borrower and any Subsidiary Borrower in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which, when added to such Lender’s Revolving Loan required to be made by it Percentage of the aggregate principal amount of the Swingline Loans then outstanding, shall not relieve exceed the amount of such Lender’s Revolving Commitment. The Borrower and any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several Subsidiary Borrower shall not request and no Lender shall be responsible for any other Lender’s failure required to make any Multicurrency Loan if, after making such Multicurrency Loan the Total Revolving Extensions of Credit shall exceed the Total Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may borrow, prepay and reborrow Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans as requiredshall be Eurodollar Loans.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower Borrower, in Dollars, at any time and from time to time on any Business Day during the Commitment Period, at period from and including the Effective Date to but not including the Revolving Termination Date (or such times earlier date if the Revolving Committed Amount has been terminated as provided herein); provided that (i) the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage sum of the aggregate principal amount of Revolving Loans outstanding plus the aggregate amount of LOC Obligations outstanding plus the Swingline Loans then outstandingCommitment Amount (collectively, does the “Revolving Outstandings”) shall not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Committed Amount and (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to each individual Lender, such Lender’s outstanding Revolving LoanLoans plus such Lender’s Participation Interests in outstanding LOC Obligations plus (other than the Swingline Lender) such Lender’s Participation Interests in Swingline Loans outstanding shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount. Each Revolving Borrowing shall be in an aggregate principal amount of $2,000,000 or any larger integral multiple of $500,000 (except that any such Borrowing may be in the amount of the unused Revolving Committed Amount and (iii) no Borrowing Base B Loans shall be made from the Revolving Lenders ratably in the proportions that their respective Revolving Commitment Percentages bear to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B each Revolving Borrowing). Revolving Loans may not be borrowed on any date in any rolling period consist of 90 consecutive days if Borrowing Base B Rate Loans have already been outstanding for 30 days during such period. During the Commitment Periodor Eurodollar Loans, or a combination thereof, as the Borrower may borrow, prepay the Revolving Loans in whole or in partrequest, and reborrow, all may be repaid and reborrowed in accordance with the terms and conditions provisions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments Revolving Loans outstanding at any time shall consist of the Lenders are several and no Lender more than eight separate Groups of Eurodollar Loans. For purposes hereof, Eurodollar Loans with different Interest Periods shall be responsible for considered as separate Groups of Eurodollar Loans, even if they begin on the same date, although Eurodollar Loans of any other Lender’s failure Class may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to make Revolving constitute a single new Group of Eurodollar Loans as requiredof such Class with the same Interest Period.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (each a “Revolving Loan” and collectively the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage the aggregate outstanding amount of the Swingline Loans and the aggregate principal undrawn amount of Swingline Loans then outstandingall outstanding Letters of Credit and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of Borrower and owing to the Lenders, does not exceed the amount of such Lender’s Commitmentthe Lenders’ Revolving Commitments; provided, however, provided that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to on the extent that Closing Date. In addition, the aggregate unpaid principal amount outstanding Revolving Extensions of all Borrowing Base A Loans would Credit shall not at any time exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to Total Revolving Commitments at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure If at any time or for any reason the aggregate amount of all Revolving Extensions of Credit of all of the Lenders exceeds the amount of the Total Revolving Commitments then in effect (any Lender such excess, an “Overadvance”), the Borrower shall, without notice or demand, within one (1) Business Day, pay the full amount of such Overadvance to make the Administrative Agent for application against the Revolving Extensions of Credit in accordance with the terms hereof. Any prepayment of any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender is a Eurodollar Loan hereunder shall be responsible for subject to the Borrower’s obligation to pay any other Lender’s failure amounts owing pursuant to make Revolving Loans as requiredSection 2.16.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower in Dollars or Euros from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, provided that (i) no Revolving Loan shall be made to the extent Dollar Equivalent of the aggregate unpaid principal amount of all Loans would denominated in Euros shall not exceed $15,000,000 (the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such “Euro Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodCredit Sublimit”). During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans (other than the Euro-denominated Revolving Loans) may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.14. The Euro-denominated Revolving Loans shall be Euro Loans. (b) The Subject to Sections 2.12, 2.14 and 8, the Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make Borrower agrees that, upon the request by any Revolving Lender, the Borrower will execute and deliver to such Revolving Lender a promissory note of the Borrower dated the Closing Date or such date such Lender becomes a party hereto, as appropriate, evidencing the Revolving Commitment of such Revolving Lender, substantially in the form of Exhibit H-3 (a “Revolving Note”) each with appropriate insertions as to date and principal amount. Each Revolving Lender is hereby authorized to record the date, Type and amount of each Revolving Loan required to be made by it shall not relieve such Revolving Lender, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurocurrency Loans, the length of each Interest Period and Adjusted LIBO Rate or Adjusted EURIBO Rate, as applicable, with respect thereto, on the schedule (or any other Lender continuation of the schedule) annexed to and constituting a part of its obligations hereunderRevolving Note, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Revolving Loans as requiredmade to the Borrower in accordance with the terms of this Agreement. A Revolving Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Revolving Note and the Obligations evidenced thereby in the Register (and each Revolving Note shall expressly so provide).

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times effective as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount Restatement Effective Date, the Existing Revolving Commitments will be terminated pursuant to Section 2.08(b) of Swingline Loans then outstanding, does not exceed the amount of such Lender’s CommitmentCredit Agreement; provided, however, that the foregoing shall not affect (i) no Revolving Loan shall be made to the extent LC Commitment of any Issuing Bank under the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Original Credit Agreement or (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value undertakings of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) Swingline Lender with respect to such Revolving Loan) and (iii) no Borrowing Base B Swingline Loans shall be made pursuant to Section 2.04 of the Original Credit Agreement, in each case as in effect immediately prior to the extent that effectiveness of the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofRestated Credit Agreement. (b) The Borrower shall repay all outstanding Revolving Loans Subject to the terms and conditions set forth herein, on the Termination Restatement Effective Date. , simultaneously with the termination of the Existing Revolving Commitments pursuant to clause (ca) above, (i) each Lender that has executed and delivered to the Administrative Agent, on or prior to the Restatement Effective Date, a signature page to this Restatement Agreement as a “New Revolving Lender” shall become or continue to be, as applicable, a “Revolving Lender” and a “Lender” under the Credit Agreement and (ii) the “Revolving Commitment” of each New Revolving Lender will be the amount of the commitment set forth with respect to such New Revolving Lender on Annex I hereto. The failure of any Lender to make any New Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the New Revolving Lenders are several and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make Revolving Loans. (c) For all purposes of the Senior Loan Documents, (i) the New Revolving Commitment of each New Revolving Lender, and the Loans made by each New Revolving Lender pursuant to such New Revolving Commitments, shall constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under the Credit Agreement and (ii) all Letters of Credit outstanding immediately prior to the Restatement Effective Date shall continue to be Letters of Credit issued pursuant to the Original Credit Agreement and, following the Amendment and Restatement, the Restated Credit Agreement. (d) For purposes hereof, the Refinancing Revolving Commitments will become effective on the Restatement Effective Date simultaneously with the termination of the Existing Revolving Commitments and the repayment of the outstanding Tranche 7 Term Loans and any Existing Revolving Loans. By its signature to this Restatement Agreement, each of the New Revolving Lenders (but only in respect of its Refinancing Revolving Commitments), collectively constituting the Required Lenders and the Supermajority Lenders at such time, hereby approve (i) the Incremental Revolving Commitments as required“Revolving Commitments” under the Credit Agreement and (ii) the Amendment and Restatement, effective immediately after such termination and repayment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof.. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. CREDIT AGREEMENT (b) The Subject to Sections 2.11, 2.13 and 8, the Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make Borrower agrees that, upon the request by any Revolving Lender, the Borrower will execute and deliver to such Revolving Lender a promissory note of the Borrower dated the Closing Date or such date such Lender becomes a party hereto, as appropriate, evidencing the Revolving Commitment of such Revolving Lender, substantially in the form of Exhibit I-2 with appropriate insertions as to date and principal amount (a “Revolving Note”). Each Revolving Lender is hereby authorized to record the date, Type and amount of each Revolving Loan required to be made by it shall not relieve such Revolving Lender, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period and Adjusted LIBO Rate with respect thereto, on the schedule (or any other Lender continuation of the schedule) annexed to and constituting a part of its obligations hereunderRevolving Note, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Revolving Loans as requiredmade to the Borrower in accordance with the terms of this Agreement. A Revolving Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Revolving Note and the Obligations evidenced thereby in the Register (and each Revolving Note shall expressly so provide).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount sum of Swingline Loans the L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. (b) Notwithstanding the foregoing, no Lender shall be obligated to make a Revolving Loan hereunder if the aggregate principal amount at any one time outstanding of such Lender’s Revolving Percentage of the Total Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Prior to the Closing Date, Existing Revolving Loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Closing Date but subject to the reallocation and other transactions described in Section 10.22, the Existing Revolving Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan such aggregate obligations shall be made to the extent the aggregate unpaid principal amount of all Loans would not at any time exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (aA) Subject to If at any time (1) the terms Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and conditions hereof, each Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Obligations denominated in an aggregate principal amount at any one time outstanding whichAlternative Currency shall exceed the Alternative Currency Sublimit, when added to such Lender’s Applicable Percentage (5) the Outstanding Amount of all 2020-1 Incremental Revolving Obligations shall exceed the aggregate principal amount Aggregate 2020-1 Incremental Revolving Committed Amount, (6) the Outstanding Amount of Swingline Loans then outstanding, does not shall exceed the Swingline Sublimit and (7) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount of such Lender’s Commitmentequal to the difference; provided, however, that that, except under the circumstances described in Section 2.03(a)(ii)(A)(5), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, (i) no the Outstanding Amount of Limited Currency Revolving Loan Obligations shall be made to exceed 105% of the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsAggregate Limited Currency Revolving Committed Amount, (ii) no Borrowing Base A Loans the Outstanding Amount of Multicurrency Revolving Obligations shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value 105% of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Aggregate Multicurrency Revolving Loan) and Committed Amount or (iii) no Borrowing Base B Loans the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofdifference. (bB) The If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall repay all outstanding Revolving Loans on Cash Collateralize the Termination Date. (c) The failure L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided time that the Commitments Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Lenders are several Alternative Currency L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency L/C Sublimit. The Administrative Agent may, at any time and no Lender shall from time to time after the initial deposit of such cash collateral, request that additional cash collateral be responsible for any other Lender’s failure provided in order to make Revolving Loans as requiredprotect against the results of further exchange rate fluctuations.

Revolving Commitments. (a) Subject to the terms and conditions hereofof this Agreement, each Lender severally Xxxxxx hereby agrees to make revolving credit loans (each, a “Revolving LoansRevolver Loan”) to the Borrower Borrowers from time to time on any Business Day during time, but not more frequently than once per day, until the Commitment Periodearlier of (i) the occurrence of an Event of Default or (ii) December 31, at such times 2014 (the earlier of which to occur referred to herein as the Borrower may request in accordance with Section 2.2“Termination Date”), in an aggregate principal amount not to exceed at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding[$42,000,000]*) (the “Revolver”), does not exceed the amount proceeds of which shall be used only for expenses (“Budgeted Expenses”) permitted to be paid by Borrowers in compliance with the Budget and to refinance the Pre-Petition Obligations. Lender will deposit the proceeds of such Lender’s CommitmentRevolver Loans for Budgeted Expenses into the Cash Management Account; provided, however, that (i) no Revolving Lender will not be obligated to make any such Revolver Loan if all applicable conditions precedent set forth in Sections 4.1 and 4.3 are not satisfied. The Revolver Loans made by Lender shall be made to evidenced by one or more accounts or records maintained by Xxxxxx in the extent ordinary course of business. The accounts or records maintained by Xxxxxx shall be conclusive absent manifest error of the aggregate unpaid principal amount of all the Revolver Loans would exceed made by Xxxxxx to Borrowers and the Total Commitmentsinterest and payments thereon. Any failure to so record or any error in doing so shall not, (ii) no Borrowing Base A Loans shall be made however, limit or otherwise affect the obligation of Borrowers hereunder to the extent that the aggregate unpaid principal pay any amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) owing with respect to such Revolving Loanthe outstanding borrowings. Upon the request of Xxxxxx, Borrowers shall execute and deliver to Lender a promissory note (the “Revolver Note”) and (iii) no Borrowing Base B Loans shall be made to in substantially the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrowform attached as Exhibit A hereto, all in accordance with terms of which are incorporated herein by this reference. Lender may attach schedules to its Revolver Note and endorse thereon the terms date, amount and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender maturity of its obligations hereunder; provided that Revolver Loans and payments with respect thereto. Upon the Commitments Roll-Up Funding Date, Lender will make a Revolver Loan to Borrowers in the principal amount not to exceed [$36,500,000] to refinance the Pre-Petition Obligations, which amount shall include all of the Lenders are several then outstanding Obligations and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans Indebtedness under and as requireddefined in the Existing Credit Agreement (the “Roll-Up”).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) At any time prior to the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including any New Lender) may agree that such Lender or Lenders shall make or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving Commitment and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) at no time may the Total Revolving Commitments exceed $500,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) any increase effected pursuant to this Section 2.1(b) shall be in a minimum amount of at least $25,000,000, (iv) no more than two Increased Revolving Commitment Closing Dates may be selected by the Borrower during the term of this Agreement and (v) prior to the Collateral Release Date, no increase of Revolving Commitments pursuant to Section 2.1(b) shall be effective until Section 3(c) of the KGE Collateral Agreement is satisfied. No Lender shall have any obligation to participate in any increase described in this Section 2.1(b) unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity (each, a “New Lender”) that, in the case of an institution that is not an Approved Fund or an affiliate of a then-existing Lender, with the consent of the Administrative Agent and each Issuing Lender (which consent, in each case, shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, each Lender (including any New Lender) that has made or increased its Revolving Commitment shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.12(a) based on the respective Revolving Percentages of the Lenders after giving effect to the increase of Revolving Commitments pursuant to Section 2.1(b) on such Increased Revolving Commitment Closing Date. Any remaining proceeds shall be used in accordance with Section 3.16. (e) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject to the terms and conditions hereofcontained in this Agreement, each Lender with a Tranche A Revolving Commitment severally agrees to make revolving credit loans in Dollars (each, a “Revolving LoansTranche A Loan”) to the Borrower US Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added for all such loans by such Lender not to exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingTranche A Revolving Commitment; provided, does not exceed the amount however, that at no time shall any Lender be obligated to make a Tranche A Loan in excess of such Lender’s Pro Rata Share of the Tranche A Available Credit, subject in each case to the Applicable Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.24. Within the limits of the Tranche A Revolving Commitment of each Lender, amounts of Tranche A Loans repaid may be reborrowed under this Section 2.1. (ii) Subject to the conditions contained in this Agreement, each Lender with a Tranche B Revolving Commitment severally agrees to make Loans denominated in an Available Currency (each, a “Tranche B Loan”) to the European Co-Borrowers and to the US Borrowers (each such Tranche B Loan to a US Borrower, a “US Tranche B Loan”) from time to time on any Business Day during the Revolving Commitment Period in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Tranche B Revolving Commitment; provided, however, that (ix) at no time shall any Lender be obligated to make a Tranche B Loan in excess of such Lender’s Pro Rata Share of the Tranche B Available Credit and (y) at no time shall any Lender be obligated to make a US Tranche B Loan in excess of such Lender’s Pro Rata Share of the US Tranche B Available Credit, subject in each case to the Applicable Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.24. Within the limits of the Tranche B Revolving Commitment of each Lender, amounts of Tranche B Loans repaid may be reborrowed under this Section 2.1. (iii) Borrowings under the Revolving Credit Facility are available as Base Rate Loans (solely in the case of Tranche A Loans and Tranche A Protective Advances), Euro Rate Loans or Letters of Credit. Notwithstanding the foregoing, each Tranche B Swing Line Loan and Tranche B Protective Advance shall be made a UK Overnight Rate Loan. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the extent Revolving Loans and the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans Revolving Commitments shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to paid in full no later than such date, other than as specified in Section 2.2(a)(ii2.23(d) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofExtending Lender as set forth therein. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for an additional one year periodsperiod by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date. ; provided that (ci) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The failure Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in an amount equal to the amount of the Revolving Commitments of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderDeclining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Lenders are several and no Lender shall Declining Lenders’ Revolving Commitments before the Borrower will be responsible for permitted to substitute any other Lender’s failure financial institutions for the Declining Lenders. TheFollowing the First Amendment Effective Date, the Borrower may only extend the Revolving Termination Date two timesone time pursuant to make Revolving Loans as requiredthis Section 2.1(b).

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each US$ Revolving Lender severally agrees to make revolving credit loans (“US$ Revolving Loans”) in dollars to the Parent Borrower from time to time on any Business Day during the Revolving Commitment PeriodPeriod in an aggregate principal amount that will not result in such Lender’s US Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, at such times as the Parent Borrower may request borrow, prepay and reborrow US$ Revolving Loans. (b) Subject to the terms and conditions set forth herein, each US€ Revolving Lender agrees to make revolving credit loans (“US€ Revolving Loans”) in accordance with Section 2.2, euros to the Parent Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to which (i) does not exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does US€ Revolving Commitment and (ii) will not exceed result in such Lender’s US Revolving Credit Exposure exceeding the amount of such Lender’s US Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made . Within the foregoing limits and subject to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) terms and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodconditions set forth herein, the Parent Borrower may borrow, prepay the and reborrow US€ Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination DateLoans. (c) The failure of any Subject to the terms and conditions set forth herein, each Canadian Revolving Lender agrees to make revolving credit loans (“Canadian Revolving Loans”) in Canadian dollars to the Canadian Subsidiary Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any Revolving Loan required to be made by it shall one time outstanding which does not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other exceed such Lender’s failure Canadian Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Subsidiary Borrower may borrow, prepay and reborrow Canadian Revolving Loans. (d) Subject to the terms and conditions set forth herein, each UK Revolving Lender agrees to make revolving credit loans (“UK Revolving Loans as requiredLoans”) in Pounds Sterling to the UK Subsidiary Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed such Lender’s UK Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the UK Subsidiary Borrower may borrow, prepay and reborrow UK Revolving Loans.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (i) each US$ Revolving Lender severally agrees to make revolving credit loans in Dollars (“US$ Revolving Loans”) to the Parent Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable US$ Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no US$ Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Commitment and (ii) no Borrowing Base A Loans shall be made each Multicurrency Revolving Lender severally agrees to make revolving credit loans in Dollars and each Alternative Currency (“Multicurrency Revolving Loans”) to the extent that Parent Borrower and the Foreign Subsidiary Borrowers from time to time during the Revolving Commitment Period in an aggregate unpaid principal amount of all Borrowing Base A Loans would at any one time outstanding whose Dollar Equivalent does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Multicurrency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodCommitment. During the Revolving Commitment PeriodPeriod the relevant Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans denominated in Dollars, ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.11. No Revolving Loans shall be made if the Revolving Extensions of Credit would exceed the Revolving Commitment. (b) The Each Borrower shall repay all outstanding Revolving Loans borrowed by it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans the extent of its Revolving Commitment (“including such amount of the Revolving Loans”Loans (as defined below) outstanding on the Closing Date) to extend credit to the Borrower Company from time to time on any Business Day Borrowing Date during the Revolving Commitment PeriodPeriod (i) by purchasing an L/C Participating Interest in each Letter of Credit issued by the Issuing Lender and (ii) by making loans in Dollars (individually, at such times as a Loan is a "Revolving Loan", and collectively such Loans are the Borrower may request "Revolving Loans") to the Company from time to time. Notwithstanding the above, (A) in accordance with Section 2.2, in an aggregate principal amount at no event shall any one time outstanding which, when added to such Lender’s Applicable Percentage Letter of Credit be issued if after giving effect thereto the sum of the aggregate principal undrawn amount of Swingline Loans then outstanding, does not exceed all outstanding Letters of Credit and the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans L/C Obligations would exceed the Total Commitments$15,000,000 and (B) in no event shall any Revolving Loans be made, or Letters of Credit be issued, (iix) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that if the aggregate amount of all the Revolving Loans to be made or Letters of Credit to be issued would, after giving effect to the use of proceeds, if any, thereof, exceed the aggregate Available Revolving Commitments or (y) if, after giving effect to such Revolving Loan or Letter of Credit, a Borrowing Base B Loans Deficiency would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodexist. During the Revolving Commitment Period, the Borrower Company may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof, and/or by having the Issuing Lender issue Letters of Credit, having such Letters of Credit expire undrawn upon or if drawn upon, reimbursing the Issuing Lender for such drawing, and having the Issuing Lender issue new Letters of Credit. (b) The Borrower shall repay all outstanding Revolving Loans made on the Termination Date. Closing Date shall be made initially as Alternate Base Rate Loans. Each borrowing of Revolving Loans pursuant to the Revolving Commitments shall be in an aggregate principal amount of the lesser of (ci) The failure $1,000,000 or a whole multiple of $100,000 in excess thereof, in the case of Alternate Base Rate Loans, and $2,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans and (ii) the Available Revolving Commitments, except that any Lender to make any borrowing of Revolving Loan required Loans to be made by it shall not relieve any other Lender used solely to pay a like amount of its obligations hereunder; provided that Swing Line Loans may be in the Commitments aggregate principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsuch Swing Line Loans.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Foreign Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Loans in respect of the Revolving Commitments may be drawn in any Approved Currency, as specified in the Borrowing Notice. Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender may, at its option, make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided, that (i) no with respect to a Lender under the Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitmentsthat is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender and (ii) no Borrowing Base A Loans any exercise of such option shall be made to not affect in any manner the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value obligation of the Pledged Eligible Assets (including the Pledged Eligible Assets referred Foreign Borrower to in Section 2.2(a)(ii) with respect to repay such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all Loan in accordance with the terms of this Agreement. Each Lender’s Revolving Commitments shall expire on the Revolving Commitment Termination Date and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on and all other amounts owed hereunder with respect to the Termination Date. (c) The failure Revolving Loans and the Revolving Commitments shall be paid in full no later than such date. Subject to the terms of any this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to make any Revolving Loan required to be made by it shall not relieve any other Lender the Foreign Borrower in place of all or part of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredCommitments.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower from time to time on any Business Day at the Borrower's request during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the sum of (i) the L/C Obligations with respect to Revolving Letters of Credit then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, outstanding does not exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.7 and/or 2.14. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure Borrower may, from time to time, elect to accept an increase in the Revolving Commitments after the Closing Date; and the Revolving Commitments shall be so increased; provided, however, that in no event shall the aggregate amount of the Revolving Commitments exceed $600,000,000. No increase in the Revolving Commitments shall become effective until (i) the existing or new Revolving Lender (which, if not an existing Revolving Lender, shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender) extending such incremental commitment amount and the Borrower shall have executed and delivered to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Revolving Lender states its commitment amount in respect thereof and agrees to assume and accept the obligations and rights of a Revolving Lender hereunder and (ii) the Borrower has provided the Administrative Agent with such related Notes and certificates as the Administrative Agent may reasonably request. In conjunction with such increase, the Revolving Lenders (new or existing) shall accept and shall be deemed to have accepted (and the existing Revolving Lenders shall make and shall be deemed to have made) an assignment at par of an interest in the Revolving Loans and the Revolving Letters of Credit outstanding at the time of such increase in Revolving Commitments such that, after giving effect thereto, all Revolving Loans and Revolving Letters of Credit are held by the Revolving Lenders on a pro-rata basis. Appropriate adjustments shall be made in payments of interest, commitment fees, letters of credit commissions and similar amounts to reflect the dates of any Lender to make any such increases in Revolving Loan required to be made by it shall not relieve any other Lender Commitments and extensions of its obligations hereunder; provided that credit thereunder and corresponding re-allocations among the Commitments of the Lenders are several and no Revolving Lenders. No Lender shall be responsible for required to provide any such increase in the Revolving Commitments unless it agrees to do so. Notwithstanding anything to the contrary in Section 10.1, this Agreement and the other Loan Documents may be amended from time to time with the written consent of only the Majority Facility Lenders (including the new Revolving Lenders) in respect of the Revolving Facility, the Issuing Lender’s failure , the Administrative Agent and the Borrower to make the extent necessary to implement the provisions of this paragraph (including to reflect such increased Revolving Loans as requiredCommitments and the initial funding thereof).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) [Intentionally omitted]. (c) [Intentionally omitted]. (d) [Intentionally omitted]. (e) The Borrower shall repay all to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to March 17 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date. ; provided that (ci) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any New Lenders, (ii) no default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof shall be true and correct in all material respects on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The failure Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in an amount equal to the amount of the Revolving Commitments of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderDeclining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Lenders are several and no Lender shall Declining Lenders’ Revolving Commitments before the Borrower will be responsible for permitted to substitute any other Lender’s failure financial institutions for the Declining Lenders. The Borrower may only extend the Revolving Termination Date five times pursuant to make Revolving Loans as requiredthis Section 2.1(e).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrower from time to time during the Revolving Commitment Period; provided that (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan, such Lender’s Revolving Percentage of the sum of (x) the L/C Obligations then outstanding, (y) the aggregate principal amount of the Swingline Loans then outstanding and (z) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. (c) The Borrower shall repay all outstanding Revolving Loans and Foreign Currency Loans on the Termination Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to the aggregate outstanding amount of any Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Notwithstanding anything to the contrary contained herein, during the existence of a Default or an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) As of the date hereof, the outstanding principal amount of the Revolving Loan under the Existing Credit Agreement is $35,000,000 (the “Existing Revolving Loans”). The failure Existing Revolving Loans (together with all accrued and unpaid interest, fees, indemnities, costs and other payment obligations that are outstanding immediately prior to the date hereof) are owing as of any the Closing Date, and are payable without set-off, counterclaim, deduction, offset or defense. On the Closing Date, each Existing Revolving Loan shall be made or converted (as applicable) into ABR Loans and shall constitute Revolving Loans hereunder. All breakage fees in connection with the conversion of the Existing Revolving Loans to ABR Loans shall be waived. All accrued and unpaid interest and fees in respect thereof shall be repaid on the Closing Date. On the Closing Date, each Revolving Lender that is not an Existing Lender agrees to make pay to the Administrative Agent (which may take the form of such Lender overfunding any Revolving Loan required Loans requested on the Closing Date or such other procedure reasonably determined by the Administrative Agent), for the account of the Revolving Lenders, the amount necessary to be made by it shall not relieve any other Lender of its obligations hereunder; provided ensure that the Commitments outstanding principal amount of the Lenders are several Revolving Loans and no participations hereunder in Letters of Credit and participations hereunder in Swingline Loans of each Revolving Lender shall be responsible for any other equal each Revolving Lender’s failure to make respective Revolving Loans as requiredPercentages and L/C Percentages.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period and provided the Amortization Period is not then occurring, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Revolving Lender severally agrees to make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an aggregate amount up to but not exceeding such Class A Revolving Lender’s Revolving Commitment; provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; or (b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Revolving Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or (b) The Borrower shall repay all the aggregate outstanding principal amount of the Class B Revolving Loans on the Termination Datefunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date. ; provided that (ci) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The failure Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in an amount equal to the amount of the Revolving Commitments of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderDeclining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Lenders are several and no Lender shall Declining Lenders’ Revolving Commitments before the Borrower will be responsible for permitted to substitute any other Lender’s failure financial institutions for the Declining Lenders. The Borrower may only extend the Revolving Termination Date two times pursuant to make Revolving Loans as requiredthis Section 2.1(b).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Tranche A Lender severally agrees to make revolving credit loans (“Revolving Loans”) denominated in Dollars, Euro, Yen and any Alternate Currency to the Borrower Company or any Borrowing Subsidiary from time to time on any Business Day during the Tranche A Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount for all the Borrowers at any one time outstanding which, when added to which will not result in such Tranche A Lender’s Applicable Percentage Tranche A Revolving Extensions of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of Credit exceeding such Tranche A Lender’s Tranche A Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Tranche A Revolving Commitment Period, the Borrower Company and each Borrowing Subsidiary may borrowuse the Tranche A Revolving Commitments by borrowing, prepay prepaying the Tranche A Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Tranche A Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Company (on its own behalf or on behalf of the other Borrowers) and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. The Tranche A Revolving Loans denominated in Euro and in Yen shall be Eurocurrency Loans. The Tranche A Revolving Loans denominated in any Alternate Currency may be Eurocurrency Loans or Agreed Rate Loans as set forth in the relevant Alternate Currency Amendment. The Company and each Borrowing Subsidiary shall repay all its outstanding Tranche A Revolving Loans on the Tranche A Revolving Credit Termination Date. In connection with any Alternate Currency Loans, the Company, the other Borrowers and the Administrative Agent shall enter into an Alternate Currency Amendment. (b) Subject to the terms and conditions hereof, each Tranche B Lender severally agrees to make revolving credit loans denominated in Dollars or Euro to the Company or any Borrowing Subsidiary from time to time during the Tranche B Revolving Commitment Period in an aggregate principal amount for all the Borrowers at any one time outstanding which will not result in such Tranche B Lender’s aggregate Tranche B Revolving Extensions of Credit exceeding such Tranche B Lender’s Tranche B Revolving Commitment. During the Tranche B Revolving Commitment Period the Company and each Borrowing Subsidiary may use the Tranche B Revolving Commitments by borrowing, prepaying the Tranche B Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower Tranche B Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Company (on its own behalf or on behalf of the other Borrowers) and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. The Tranche B Revolving Loans denominated in Euro shall be Eurocurrency Loans. The Company and each Borrowing Subsidiary shall repay all its outstanding Tranche B Revolving Loans on the Tranche B Revolving Credit Termination Date. (c) The failure . For the avoidance of any doubt, no Tranche B Lender shall be required to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Tranche B Revolving Loans as requiredin a currency other than Dollars and Euro.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“each such loan, a "Revolving Loans”Loan") to the Borrower in Dollars from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Availability Period in an aggregate principal amount not to exceed at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (ia) no the Total Revolving Loan Outstandings shall be made to the extent the aggregate unpaid principal amount of all Loans would not exceed the Total Aggregate Revolving Commitments, (iib) no Borrowing Base A the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall be made not exceed such Lender's Revolving Commitment and (c) the Outstanding Amount of all Overnight LIBOR Loans shall not exceed the Overnight LIBOR Loan Sublimit. Within the limits of each Lender's Revolving Commitment, and subject to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) other terms and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodconditions hereof, the Borrower may borrowborrow under this Section 2.01, prepay the under Section 2.04, and reborrow under this Section 2.01. Revolving Loans in whole may be Base Rate Loans, Eurodollar Rate Loans, Overnight LIBOR Rate Loans, or in parta combination thereof, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; as further provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.herein. 2.02

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage the aggregate outstanding amount of the Swingline Loans, the Dollar Equivalent of the aggregate principal undrawn amount of all outstanding Letters of Credit, and the Dollar Equivalent of the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans then outstandingLoans, incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such LenderXxxxxx’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan such aggregate obligations shall be made to the extent the aggregate unpaid principal amount of all Loans would not at any time exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including, without limitation, all Overadvances to the extent not previously repaid) on the Revolving Termination Date. (c) The failure . All accrued and unpaid interest as well as the accrued and unpaid Letter of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender Credit Fees shall be responsible for any other Lender’s failure to make Revolving Loans as requiredrepaid on the Closing Date.

Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower Borrowers, without double-counting (i.e., amounts advanced by a Lender in respect of its Tranche A Commitment shall not be counted in reduction of its Tranche B Commitment, or vice versa) (x) in the case of Lenders with a Tranche A Commitment, in Dollars only, from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Applicable Percentage of the then outstanding Tranche A L/C Obligations, does not exceed the amount of such Lender's Tranche A Commitment, and (y) in the case of Lenders with a Tranche B Commitment, in Dollars or in an Alternate Currency, from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingoutstanding Tranche X X/C Obligations, does not exceed the amount of such Lender’s Tranche B Commitment; provided, however, provided that (i) no Revolving Money Market Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to available in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodan Alternate Currency. During the Commitment Period, Period the Borrower Borrowers may borrow, prepay use the Revolving Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall, at any time, the sum of the Revolving Exposure of all of the Lenders plus the aggregate principal amount of outstanding Competitive Loans exceed the aggregate Revolving Commitments then in effect. (bii) The Borrower Each Revolving Credit Loan shall repay all outstanding be made as part of a borrowing consisting of Revolving Credit Loans on made by the Termination Date. (c) Lenders in accordance with their respective Applicable Percentages of the Tranche A Commitments or the Tranche B Commitments, as applicable, and to the extent such Revolving Credit Loan is made shall constitute a use of the Tranche A Commitment or the Tranche B Commitment, as applicable. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.1. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required. (iii) Subject to Section 2.8 and Section 2.10, Revolving Credit Loans denominated in Dollars may from time to time be Eurocurrency Loans, ABR Loans, or Money Market Loans or a combination thereof, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4, provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date. Revolving Credit Loans denominated in an Alternate Currency shall be composed entirely of Eurocurrency Loans and shall only be made using Tranche B Commitments. Each Lender at its option may make any Revolving Credit 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 affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, including Section 2.12, and no Lender shall make any such election if and to the extent the same would cause the applicable Borrower to increase its payment obligations hereunder. Subject to Section 2.8 and Section 2.10, any Competitive Loan may from time to time be a Eurocurrency Loan or a Fixed Rate Loan as the applicable Borrower may request in accordance with Section 2.1.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such LenderXxxxxx’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such Xxxxxx’s Swingline Loans Exposure then outstanding, does not exceed the amount of such LenderXxxxxx’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment PeriodPeriod the Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Term Benchmark Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The [Reserved]. (c) Each Borrower shall repay all of its outstanding Revolving Loans on the Termination Maturity Date. (cd) The failure Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of any such Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereundersuch Loan; provided that any exercise of such option shall not affect the Commitments obligation of such Additional Borrower to repay such Loan in accordance with the terms of this 55 Agreement and shall not cause any Borrower or other Loan Party to incur as of the Lenders are several and no Lender date of the exercise of such option any greater liability than it shall be responsible for any other Lender’s failure to make Revolving Loans as requiredthen have under Section 2.19 or Section 2.20(a).

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Person identified on Schedule I hereto as a Revolving Lender severally agrees to make revolving credit loans (a “Revolving LoansLender”) to agrees that, effective on the Borrower from time to time on any Business Day during Restatement Effective Date, it will have a Revolving Commitment under the Commitment Period, at such times as the Borrower may request Restated Credit Agreement in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to set forth in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofSchedule I hereto. (b) The Borrower shall repay all outstanding Each Person that has a Revolving Loans Commitment under, and as defined in, the Existing Credit Agreement (an “Existing Revolving Commitment”, and each such Person holding an Existing Revolving Commitment being an “Existing Revolving Lender”) that executes this Agreement specifically in the capacity of a “Renewing Revolving Lender” on a signature page hereto (a “Renewing Revolving Lender”) will be deemed on the Termination Restatement Effective Date to have agreed to the terms of this Agreement and to have a Revolving Commitment in its capacity as a Renewing Revolving Lender equal to the lesser of its Revolving Commitment set forth on Schedule I hereto and the amount of its Existing Revolving Commitment immediately prior to the Restatement Effective Date. Each Existing Revolving Lender that consents to this Agreement specifically in the capacity of a Consenting Lender on a consent in the form of Annex I hereto which does not have a Revolving Commitment set forth on Schedule I hereto shall be deemed on the Restatement Effective Date to have consented to this Agreement but shall not have any Revolving Commitment. Each Revolving Lender (other than a Renewing Revolving Lender in its capacity as such) is referred to herein as an “Additional Revolving Lender”, it being understood that, if a Revolving Lender is both a Renewing Revolving Lender and an Additional Revolving Lender, then (i) its Revolving Commitment in its capacity as a Renewing Revolving Lender shall equal the outstanding principal amount of its Existing Revolving Commitment and (ii) its Revolving Commitment in its capacity as an Additional Revolving Lender shall equal the excess of its total Revolving Commitment over the amount of its Existing Revolving Commitment. (c) The failure On the Restatement Effective Date (i) all Existing Revolving Commitments (other than those of Renewing Revolving Lenders that are being continued as Revolving Commitments under the Restated Credit Agreement) shall terminate and (ii) the Borrower shall pay all fees and interest accrued for the account of the Existing Revolving Lenders under the Existing Credit Agreement and prepay any Lender to make any and all Revolving Loan required to be made by it shall not relieve Loans and Swingline Loans outstanding under, and as defined in, the Existing Credit Agreement and any other Lender amounts (including amounts under Section 2.16 of its obligations hereunderthe Existing Credit Agreement) owing to the Existing Revolving Lenders under the Existing Credit Agreement; provided that the Commitments of the Lenders are several and no Lender foregoing shall be responsible for any other Lenderwithout prejudice to the Borrower’s failure right to make Revolving Loans as requiredborrow under and in accordance with the Restated Credit Agreement on the Restatement Effective Date in order to effect such payments.