Common use of Revolving Commitments Clause in Contracts

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate Revolving A Commitments then in effectoutstanding which, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the when added to such ▇▇▇▇▇▇’s L/C Obligations Exposure then outstanding, does not exceed the amount of such ▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. The Revolving Loans may from time to time be Term Benchmark Revolving 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) shall not exceed $170,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $170,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless after it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the prepayment consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall not be unreasonably withheld or delayed), elects to become a “Lender” under this Agreement in full 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 D-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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate outstanding which, when added to such Lender’s Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize Percentage of the L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) 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 make, obtain 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 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 equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) unless shall not exceed $150,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the prepayment occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in full 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 Revolving A Loans and Borrower during the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then term of this Agreement. No Lender shall have any obligation to participate in effect. The Administrative Agent may, at any time and from time increase described in this paragraph unless it agrees to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided do so in order to protect against the results of further exchange rate fluctuationsits sole discretion. (Bc) If 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 “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 any reason all purposes and to the Total Revolving B Outstandings at any time exceed same extent as if originally a party hereto and shall be bound by and entitled to the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excessbenefits of this Agreement. (Cd) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line On each Increased Revolving Commitment Closing Date on which there are Revolving Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such noticeoutstanding, the CompanyNew Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Additional Borrower or proceeds of which will be used to prepay the Designated BorrowersRevolving Loans of other Lenders, as applicableso that, shall prepay such Swing Line after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% accordance with Section 2.11(a) based on the respective Revolving Percentages of the Domestic Swing Line Loan Sublimit, Lenders after giving effect to such Increased Revolving Commitment Closing Date. (e) The Borrower shall repay the Foreign Swing Line Loan Dollar Sublimit, or outstanding Revolving Loans of each Lender on the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableRevolving Termination Date applicable to such Lender.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time (1) the Outstanding Amount of Revolving Obligations shall exceed the Aggregate Revolving A Commitments Committed Amount then in effect (other than solely as a result of exchange rate fluctuations), (2) the Outstanding Amount of L/C Obligations shall exceed the L/C Sublimit then in effect (other than solely as a result of exchange rate fluctuations), (3) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit then in effect or (4) the Outstanding Amount of Revolving Loans denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit then in effect (other than solely as a result of exchange rate fluctuations), then the Borrower shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an amount (and in the same currency in which the applicable Letter of Credit is denominated, or if requested by the applicable L/C Issuer, in Dollars) equal 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. (B) If the Administrative Agent notifies the Borrower at any time that, solely as a result of exchange rate fluctuations (determined as of the most recent Revaluation Date), the Outstanding Amount of all L/C Obligations 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 Company Borrower shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize amount by which the Outstanding Amount of all L/C Obligations exceeds the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effectSublimit. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash CollateralCollateral pursuant to this clause (B), request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If the Administrative Agent notifies the Company Borrower at any time that that, solely as a result of exchange rate fluctuations (1) determined as of the most recent Revaluation Date), the Outstanding Amount of all Domestic Swing Line Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then then, within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Revolving Loans denominated in Alternative Currencies in an aggregate amount sufficient equal to reduce such the amount by which the Outstanding Amount as of such date of payment to an amount not to exceed 100% of all Revolving Loans denominated in Alternative Currencies exceeds the Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time (1) the Outstanding Amount of Revolving Obligations shall exceed the Aggregate Revolving A Commitments then in effect (other than solely as a result of exchange rate fluctuations), (2) the Outstanding Amount of Revolving Loans and L/C Obligations denominated in Alternative Currencies shall exceed the Alternative Currency Sublimit then in effect (other than solely as a result of exchange rate fluctuations), (3) the Outstanding Amount of L/C Obligations shall exceed the L/C Sublimit then in effect (other than solely as a result of exchange rate fluctuations) or (4) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit then in effect, then the Company Borrower shall immediately prepay Revolving A Loans, Swingline Loans and/or the Domestic Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount (and in the same currency in which the applicable Letter of Credit is denominated or, if requested by the L/C Issuer, in Dollars) equal to such excessthe difference; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of will not be Cash Collateralized hereunder until the Revolving A Loans and the Domestic Swing Line Swingline Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then have been paid in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsfull. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If the Administrative Agent notifies the Company Borrower at any time that that, solely as a result of exchange rate fluctuations (1) determined as of the most recent Revaluation Date), the Outstanding Amount of all Domestic Swing Line Loans L/C Obligations at such time exceeds an amount equal to 105% of the Domestic Swing Line Loan L/C Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effectthen, then within two (2) Business Days after receipt of such notice, the Company, Borrower shall Cash Collateralize the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans L/C Obligations in an aggregate amount sufficient equal to reduce such the amount by which the Outstanding Amount of all L/C Obligations exceeds the L/C Sublimit (the “Foreign Exchange Cash Collateral”). If, following any subsequent Revaluation Date, the Administrative Agent determines that, solely as a result of exchange rate fluctuations, the Outstanding Amount of all L/C Obligations at such date of payment time is equal to an amount not to exceed or less than 100% of the Domestic Swing Line Loan SublimitL/C Sublimit then in effect, then, within two (2) Business Days after such determination, the Foreign Swing Line Loan Dollar Sublimit, or Administrative Agent shall release the Foreign Swing Line Loan Exchange Cash Collateral to the Borrower, provided that the Administrative Agent and the Borrower may agree that such Foreign Exchange Cash Collateral shall be held to protect against future exchange rate fluctuations. (C) If the Administrative Agent notifies the Borrower at any time that, solely as a result of exchange rate fluctuations (determined as of the most recent Revaluation Date), the Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency SublimitSublimit then in effect, or any then, within two (2) Business Days after receipt of such notice, the foregoingBorrower shall immediately prepay Revolving Loans and/or L/C Borrowings denominated in Alternative Currencies and/or Cash Collateralize the L/C Obligations denominated in Alternative Currencies in an amount (and in the same currency in which the applicable Letter of Credit is denominated or, as applicableif requested by the L/C Issuer, in Dollars) equal to the difference; provided, however, that L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans denominated in Alternative Currencies have been paid in full.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate outstanding which, when added to such Lender’s Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize Percentage of the L/C Obligations Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) unless shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the prepayment occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in full question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. 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) 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 “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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate outstanding which, when added to such Lender’s Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize Percentage of the L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) 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 make, obtain 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 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 equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) unless shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the prepayment occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in full 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 Revolving A Loans and Borrower during the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then term of this Agreement. No Lender shall have any obligation to participate in effect. The Administrative Agent may, at any time and from time increase described in this paragraph unless it agrees to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided do so in order to protect against the results of further exchange rate fluctuationsits sole discretion. (Bc) If 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 “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 any reason all purposes and to the Total Revolving B Outstandings at any time exceed same extent as if originally a party hereto and shall be bound by and entitled to the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excessbenefits of this Agreement. (Cd) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line On each Increased Revolving Commitment Closing Date on which there are Revolving Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such noticeoutstanding, the CompanyNew Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Additional Borrower or proceeds of which will be used to prepay the Designated BorrowersRevolving Loans of other Lenders, as applicableso that, shall prepay such Swing Line after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% accordance with Section 2.11(a) based on the respective Revolving Percentages of the Domestic Swing Line Loan Sublimit, Lenders after giving effect to such Increased Revolving Commitment Closing Date. (e) The Borrower shall repay the Foreign Swing Line Loan Dollar Sublimit, or outstanding Revolving Loans of each Lender on the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableRevolving Termination Date applicable to such Lender.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans 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 Sublimit then in effect. (D) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans made to the Company at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, or (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars made to Designated Borrowers at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then then, within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower Company or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, Sublimit or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoingboth, as applicable.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate Revolving A Commitments then in effectoutstanding which, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the when added to such Lender’s L/C Obligations Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless after it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the prepayment consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall not be unreasonably withheld or delayed), elects to become a “Lender” under this Agreement in full 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 D-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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If for any reason the Total Revolving C Outstandings at any time exceed the Aggregate Revolving C Commitments then in effect, the Company shall immediately prepay Revolving C Loans in an aggregate amount equal to such excess. (D) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, or (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, Sublimit or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoingboth, as applicable. lxxxvi CHAR1\1792192v4 (E) If for any reason the Total Revolving D Outstandings at any time exceed the Aggregate Revolving D Commitments then in effect, the Company shall immediately prepay Revolving D Loans in an aggregate amount equal to such excess.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A2.05(b)(i) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.; (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company Dutch Borrower shall immediately prepay Revolving B Loans and/or the Foreign Dutch Swing Line Loans in an aggregate amount equal to such excess.; (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Revolving A Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then then, within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, Company shall prepay such Swing Line Revolving A Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100% %) of the Domestic Alternative Currency Sublimit then in effect; (D) If for any reason the Company and its Subsidiaries are not in compliance with Section 8.19, within one (1) Business Day of such occurrence, the Company shall prepay Revolving A Loans, Revolving B Loans, Swing Line Loan Sublimit, Loans and/or the Foreign Dutch Swing Line Loan Dollar Sublimit, or Loans and/or Cash Collateralize the Foreign Swing Line Loan Alternative Currency Sublimit, or any L/C Obligations pursuant to Section 2.05(b)(ii)(D) below in an aggregate amount equal to the excess amount of cash and Cash Equivalents of the foregoing, as applicable.Company and its Subsidiaries over the amount permitted pursuant to Section 8.19;

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company Borrowers shall immediately promptly prepay Revolving A Loans (other than Bankers’ Acceptances) and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the Company Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.05(b)(i)(A2.06(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If In the case of Loans and Letters of Credit denominated in an Alternative Currency, the Administrative Agent will at periodic intervals, and may, at its discretion at other times, recalculate the Dollar Equivalent of the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies to account for fluctuations in exchange rates affecting such Alternative Currency. If, as a result of any reason such recalculation or otherwise, the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effecteffect by more than the Dollar Equivalent of $500,000, the Company shall immediately CHAR1\1847295v5 Borrowers will promptly prepay Revolving B Loans and/or the Foreign Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess. (C) If on any date during the Administrative Agent notifies Revolving Commitment Reserve Period the Company at any time that Total Revolving Outstandings on such date exceed the difference of (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit Aggregate Revolving Commitments then in effect, effect minus (2) the Outstanding Amount of all Foreign Swing Line Loans denominated the Term B Loan on such date for any reason other than the repayment in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) full of the Outstanding Amount of all Foreign the Term B Loan with the proceeds of Revolving Loans, the Borrowers shall promptly prepay Revolving Loans (other than Bankers’ Acceptances) and/or Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to and/or Cash Collateralize the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount sufficient equal to reduce such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(C) unless after the prepayment in full of the Revolving Loans (other than Bankers’ Acceptances) and Swing Line Loans the Total Revolving Outstandings exceed the difference of (I) Aggregate Revolving Commitments then in effect minus (II) the then Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableTerm B Loan.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate Revolving A Commitments then in effectoutstanding which, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the when added to such Lender’s L/C Obligations Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $200,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless after it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the prepayment consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), elects to become a “Lender” under this Agreement in full 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 D-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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective AMERICAS 91255883 21 Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate Revolving A Commitments then in effectoutstanding which, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the when added to such ▇▇▇▇▇▇’s L/C Obligations Exposure then outstanding, does not exceed the amount of such ▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. The Revolving Loans may from time to time be Term Benchmark Revolving 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 (or, if less, the remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless after it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the prepayment consent of the Borrower, the Administrative Agent and each Issuing Lender (which consent shall not be unreasonably withheld or delayed), elects to become a “Lender” under this Agreement in full 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 D-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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If for any reason the Total Revolving C Outstandings at any time exceed the Aggregate Revolving C Commitments then in effect, the Company shall immediately prepay Revolving C Loans in an aggregate amount equal to such excess. (D) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, or (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, Sublimit or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoingboth, as applicable. (E) If for any reason the Total Revolving D Outstandings at any time exceed the Aggregate Revolving D Commitments then in effect, the Company shall immediately prepay Revolving D Loans in an aggregate amount equal to such excess. CHAR1\1829960v3

Revolving Commitments. (A) If for the Administrative Agent notifies the Parent at any reason time that the Total Revolving A Outstandings at any such time exceed the Aggregate Revolving A Commitments then in effecteffect (and, in the case of any such excess resulting from exchange rate fluctuations, such excess continues for a period of three (3) consecutive Business Days), then, within two Business Days after receipt of such notice, the Company Borrowers shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan SublimitAggregate Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Foreign Swing Line Loan Dollar Sublimit, or Borrowers shall not be required to Cash Collateralize the Foreign Swing Line Loan Alternative Currency Sublimit, or any L/C Obligations pursuant to this Section 2.08(b)(i) unless after the prepayment in full of the foregoingLoans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (B) If the Administrative Agent notifies the Parent at any time that the Total Revolving Outstandings of the Domestic Borrowers at such time exceed the Domestic Revolving Sublimit then in effect (and, in the case of any such excess resulting from exchange rate fluctuations, such excess continues for a period of three (3) consecutive Business Days), then, within two Business Days after receipt of such notice, the Domestic Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Outstandings of the Domestic Borrowers as applicableof such date of payment to an amount not to exceed the Domestic Revolving Sublimit then in effect; provided, however, that, subject to the provisions of Section 2.03(g), the Domestic Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.08(b)(i) unless after the prepayment in full of the Loans to the Domestic Borrowers the Total Revolving Outstandings of the Domestic Borrowers exceed the Domestic Revolving Sublimit then in effect.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate Revolving A Commitments then in effectoutstanding which, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the when added to such Lender’s L/C Obligations Exposure then outstanding, does not AMERICAS 91292576 exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000 (or, if less, the remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to participate in any increase described in this paragraph unless after it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the prepayment consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), elects to become a “Lender” under this Agreement in full 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 D-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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (Aa) If for any reason Subject to the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effectterms and conditions hereof, the Company shall immediately prepay Revolving A Lenders severally agree to make Revolving Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and Borrower from time to time after during the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans Commitment Period in an aggregate principal amount equal with respect to all such excess. (C) If the Administrative Agent notifies the Company Revolving Loans at any one time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds outstanding which does not exceed an amount equal to the Domestic Swing Line Loan Sublimit then in effectdifference between (A) the Total Revolving Commitments, and (B) the sum of (1) the aggregate principal amount of all Swingline Loans outstanding at such time, (2) the Outstanding Amount aggregate amount of all Foreign Swing Line Revolving Loans denominated in Dollars outstanding at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or time, (3) the Outstanding Amount aggregate undrawn amount of all Foreign Swing Line Loans denominated in Euros or Sterling Letters of Credit outstanding at such time, and (4) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time. In addition, after giving effect to any requested borrowing of Revolving Loans, (x) the amount of the Total Revolving Extensions of Credit then outstanding shall not exceed the lesser of (I) the Total Revolving Commitments at such time, and (II) the Borrowing Base at such time, and (y) the aggregate amount of the Revolving Extensions of Credit of each such Revolving Lender shall not exceed the respective Revolving Commitment of such Revolving Lender. During the Revolving Commitment Period, Borrower 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. Each Revolving Loan may from time exceeds to time be a Eurodollar Loan or an amount equal ABR Loan, as determined by Borrower and notified to the Foreign Swing Line Loan Alternative Currency Sublimit then Administrative Agent in effect, then within two accordance with Sections 2.5 and 2.13. (2b) Borrower shall repay all outstanding Revolving Loans on the Maturity Date. Borrower shall pay all accrued but unpaid interest on any outstanding Revolving Loans on the last Business Days after receipt Day of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableeach month.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company Borrowers shall immediately promptly prepay Revolving A Loans (other than Bankers’ Acceptances) and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the Company Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.05(b)(i)(A2.06(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If In the case of Loans and Letters of Credit denominated in an Alternative Currency, the Administrative Agent will at periodic intervals, and may, at its discretion at other times, recalculate the Dollar Equivalent of the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies to account for fluctuations in exchange rates affecting such Alternative Currency. If, as a result of any reason such recalculation or otherwise, the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effecteffect by more than the Dollar Equivalent of $500,000, the Company shall immediately Borrowers will promptly prepay Revolving B Loans and/or the Foreign Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess. (C) If on any date during the Administrative Agent notifies Revolving Commitment Reserve Period the Company at any time that Total Revolving Outstandings on such date exceed the difference of (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit Aggregate Revolving Commitments then in effect, effect minus (2) the Outstanding Amount of all Foreign Swing Line Loans denominated the Term B Loan on such date for any reason other than the repayment in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) full of the Outstanding Amount of all Foreign the Term B Loan with the proceeds of Revolving Loans, the Borrowers shall promptly prepay Revolving Loans (other than Bankers’ Acceptances) and/or Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to and/or Cash Collateralize the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount sufficient equal to reduce such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(C) unless after the prepayment in full of the Revolving Loans (other than Bankers’ Acceptances) and Swing Line Loans the Total Revolving Outstandings exceed the difference of (I) Aggregate Revolving Commitments then in effect minus (II) the then Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableTerm B Loan.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate outstanding which, when added to such Lender’s Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize Percentage of the L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) 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 make, obtain 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 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 equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) unless shall not exceed $75,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the prepayment occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in full 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 Revolving A Loans and Borrower during the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then term of this Agreement. No Lender shall have any obligation to participate in effect. The Administrative Agent may, at any time and from time increase described in this paragraph unless it agrees to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided do so in order to protect against the results of further exchange rate fluctuationsits sole discretion. (Bc) If 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 “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 any reason all purposes and to the Total Revolving B Outstandings at any time exceed same extent as if originally a party hereto and shall be bound by and entitled to the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excessbenefits of this Agreement. (Cd) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line On each Increased Revolving Commitment Closing Date on which there are Revolving Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such noticeoutstanding, the CompanyNew Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Additional Borrower or proceeds of which will be used to prepay the Designated BorrowersRevolving Loans of other Lenders, as applicableso that, shall prepay such Swing Line after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% accordance with Section 2.11(a) based on the respective Revolving Percentages of the Domestic Swing Line Loan Sublimit, Lenders after giving effect to such Increased Revolving Commitment Closing Date. (e) The Borrower shall repay the Foreign Swing Line Loan Dollar Sublimit, or outstanding Revolving Loans of each Lender on the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableRevolving Termination Date applicable to such Lender.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If for any reason the Total Revolving C Outstandings at any time exceed the Aggregate Revolving C Commitments then in effect, the Company shall immediately prepay Revolving C Loans in an aggregate amount equal to such excess. (D) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, or (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, Sublimit or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoingboth, as applicable.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the Company Borrowers shall immediately promptly prepay Revolving A Loans (other than Bankers’ Acceptances) and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the Company Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.05(b)(i)(A2.06(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If In the case of Loans and Letters of Credit denominated in an Alternative Currency, the Administrative Agent will at periodic intervals, and may, at its discretion at other times, recalculate the Dollar Equivalent of the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies to account for fluctuations in exchange rates affecting such Alternative Currency. If, as a result of any reason such recalculation or otherwise, the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effecteffect by more than the Dollar Equivalent of $500,000, the Company shall immediately Borrowers will promptly prepay Revolving B Loans and/or the Foreign Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess.. CHAR1\1982698v3 (C) If on any date during the Administrative Agent notifies Revolving Commitment Reserve Period the Company at any time that Total Revolving Outstandings on such date exceed the difference of (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit Aggregate Revolving Commitments then in effect, effect minus (2) the Outstanding Amount of all Foreign Swing Line Loans denominated the Term B Loan on such date for any reason other than the repayment in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) full of the Outstanding Amount of all Foreign the Term B Loan with the proceeds of Revolving Loans, the Borrowers shall promptly prepay Revolving Loans (other than Bankers’ Acceptances) and/or Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to and/or Cash Collateralize the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount sufficient equal to reduce such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(C) unless after the prepayment in full of the Revolving Loans (other than Bankers’ Acceptances) and Swing Line Loans the Total Revolving Outstandings exceed the difference of (I) Aggregate Revolving Commitments then in effect minus (II) the then Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableTerm B Loan.

Revolving Commitments. Subject to the terms and conditions set forth herein, each (Ai) If for any reason the Total US Revolving A Outstandings at any time exceed the Aggregate Lender severally agrees to make revolving credit loans (“US Revolving A Commitments then Loans”) denominated in effect, Dollars to the Company shall immediately prepay from time to time during the Revolver Availability Period in an aggregate principal amount at one time outstanding which, when added to such ▇▇▇▇▇▇’s US Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize Percentage of the L/C Obligations then outstanding, does not exceed such ▇▇▇▇▇▇’s US Revolving Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans” and together with the US Revolving Loans, “Revolving Loans”) denominated in an aggregate amount equal a Multicurrency to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent mayForeign Subsidiary Borrowers, at any time and from time to time after during the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans Revolver Availability Period in an aggregate principal amount equal to (including the Dollar Equivalent of the aggregate principal amount of any such excess. (CMulticurrency Revolving Loans denominated in a Multicurrency other than Dollars) If the Administrative Agent notifies the Company at any one time that (1) outstanding which does not exceed such Lender’s Multicurrency Revolving Commitment. Within the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal foregoing limits and subject to the Domestic Swing Line Loan Sublimit then in effectterms and conditions set forth herein, (2) the Outstanding Amount of all Foreign Swing Line a Borrower may borrow, prepay and reborrow Revolving Loans. The Loans denominated in Dollars at such may from time exceeds an amount equal to time be Eurocurrency Loans or ABR Loans, as determined by the Company and notified to the Foreign Swing Line Loan Dollar Sublimit then Administrative Agent in effect or (3) the Outstanding Amount of all Foreign Swing Line accordance with Section 2.05. The Multicurrency Revolving Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, any Multicurrency other than Dollars shall prepay such Swing Line be Eurocurrency Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicableaccordance with Section 2.05.

Revolving Commitments. (Aa) If for any reason Subject to the Total terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving A Outstandings Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time exceed the Aggregate outstanding which, when added to such Lender’s Revolving A Commitments then in effect, the Company shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize Percentage of the L/C Obligations Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower 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. 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) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain 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 and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations of incremental Revolving Commitments obtained pursuant to this Section 2.05(b)(i)(A2.1(b) unless shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the prepayment occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in full question and (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $15,000,000. 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) 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 or delayed), 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 D-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 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 proceeds of which will be used to prepay such portions of the Revolving A Loans and of other Lenders, so that, after giving effect thereto, the Domestic Swing Line resulting Revolving Loans outstanding are allocated among the Total Lenders in accordance with Section 2.11(a) based on the respective Revolving A Outstandings exceed Percentages of the Aggregate Lenders after giving effect to such Increased Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsCommitment Closing Date. (Be) If for any reason The Borrower shall repay the Total outstanding Revolving B Outstandings at any time exceed Loans of each Lender on the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal Termination Date applicable to such excessLender. (C) If the Administrative Agent notifies the Company at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan Sublimit, the Foreign Swing Line Loan Dollar Sublimit, or the Foreign Swing Line Loan Alternative Currency Sublimit, or any of the foregoing, as applicable.

Revolving Commitments. (A) If for any reason the Total Revolving A Outstandings at any time exceed an amount equal to 105% of the Aggregate Revolving A Commitments then in effect, the Company Borrower shall immediately prepay Revolving A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitments; provided, however, that the Company Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A2.05(b)(i) unless after the prepayment in full of the Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may; provided, at further, that in no event shall any time and from time Borrowing of Revolving Loans cause the Total Revolving Outstandings to time after exceed the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuationsAggregate Revolving Commitments. (B) If for any reason the Total Revolving B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate amount equal to such excess. (C) If the Administrative Agent notifies the Company Borrower at any time that (1) the Outstanding Amount of all Domestic Swing Line Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Domestic Swing Line Loan Sublimit then in effect, (2) the Outstanding Amount of all Foreign Swing Line Loans denominated in Dollars at such time exceeds an amount equal to the Foreign Swing Line Loan Dollar Sublimit then in effect or (3) the Outstanding Amount of all Foreign Swing Line Loans denominated in Euros or Sterling at such time exceeds an amount equal to the Foreign Swing Line Loan Alternative Currency Sublimit then in effect, then then, within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans 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 Domestic Swing Line Loan SublimitAlternative Currency Sublimit then in effect. (C) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Letters of Credit at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Swing Line Loan Dollar Sublimit, or Borrower shall Cash Collateralize the Foreign Swing Line Loan Alternative Currency Sublimit, or any Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of Cash Collateralization to an amount not to exceed 100% of the foregoing, as applicableLetter of Credit Sublimit then in effect.