Common use of Revolving Commitments Clause in Contracts

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject By written notice sent to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelyAdministrative Agent, the “3-Year Revolving Loans”) to the Borrower may at any time and from time to time during after the earlier of the Acquisition Funding Date and the Commitment Termination Date request (x) an increase of the aggregate amount of the Revolving Availability Period Commitments (each such increase, a “Revolving Commitment Increase”) or (y) a new tranche of revolving commitments (the “Limited Condition Transaction Revolving Commitments”) to fund a Limited Condition Transaction, in each case, by an aggregate amount equal to any integral multiple of $5,000,000; provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) no Default shall have occurred and be continuing or shall result therefrom and (ii) the sum of, without duplication (A) the total amount of all Commitments and Limited Condition Transaction Revolving Commitments after giving effect to any such increase or effectiveness, plus (B) the initial principal amount of all Term Loans (including the Tranche A Term Loans and any Incremental Term Loans) (after giving effect to any incurrence pursuant to clause (b) below), and in each case giving effect to any repayment or refinancing (or replacement of Commitments) to occur in connection therewith, shall not exceed the Incremental Amount; provided, further that notwithstanding the foregoing or anything to the contrary herein, if such Limited Condition Transaction Revolving Commitments have been requested in connection with a Limited Condition Transaction, at the Borrower’s option, the condition set forth in clause (i) above shall be tested at the time a definitive agreement for such Limited Condition Transaction has been entered into unless otherwise set forth in the applicable Incremental Facility Amendment. Other than pricing and fees, the commitments and loans with respect to Limited Condition Transaction Revolving Commitments shall have the 3-Year same terms as the Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid Commitments and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to , as the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans case may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitmentbe. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthforth herein, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Revolving Lender’s LC Exposure under Revolving Percentage of (i) the 3-Year Revolving FacilityL/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, which 3-Year prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Prime Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.04 and 2.07. (b) The Borrower (subject to the approval of its board of directors (or any committee thereof)) and any one or more Lenders (including New Lenders) may, at any time after the Effective Date, so long as no Default or Event of Default shall have occurred and be continuing, agree that each such Lender shall increase the amount of its Revolving Commitment (any Lender so increasing the amount of its Revolving Commitment, an “Increasing Lender”) or obtain a new Revolving Commitment by executing and delivering to the Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Revolving Facility Effective Date. Notwithstanding the foregoing, (i) the Total Revolving Commitments may not be increased by more than $20,000,000 and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $3,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing 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 “Revolving Lender” under this Agreement in connection with any transaction described in Section 2.03(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Revolving 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. At no time shall the Total 3-Year . (d) If, immediately prior to any increase pursuant to Section 2.03(b) above, there are any Revolving Extensions of Credit exceed outstanding, the Total 3-Year Revolving Commitment. (ii) Each Administrative Agent with the consent of the Borrower, shall be permitted to adjust the provisions hereof relating to borrowings, continuations and conversions, Interest Periods and prepayments in order to effect within a reasonable period of time ratable participation by each Increasing Lender under the 5-Year Revolving Facility severally, and not jointly each New Lender with the other Revolving Lenders under in the 5-Year outstanding Revolving FacilityExtensions of Credit, agrees, upon including each tranche of the terms and Revolving Loans. Any prepayment of Revolving Loans that are Eurodollar Loans as a result of any such adjustments or otherwise shall in any event be subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentSection 2.16. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (i) Each On the Closing Date, the Revolving Loans of each Lender outstanding under the 3-Year Revolving Existing Credit Facility severally(each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a)(i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the conditions herein set forthequivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelyon the Closing Date, the “3-Year Revolving Loans”) initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Borrower at any time and from time to time during Administrative Agent, so that, after giving effect thereto, the Revolving Availability Period with respect to Loans are, on (and immediately after the 3-Year occurrence of) the Closing Date, held ratably by the Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed Lenders in accordance with the provisions respective Revolving Commitments of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed Lenders on the Total 3-Year Revolving CommitmentClosing Date. (ii) Each Lender under During the 5-Year Revolving Facility severallyCommitment Period, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon subject to the terms and subject conditions hereof, each Lender severally agrees to make Revolving Loans, which will be made in Dollars, to Borrowers in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided that after giving effect to the conditions herein set forth, to make revolving credit loans denominated making of any Revolving Loans in Dollars (each a “5-Year no event shall the Total Utilization of Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during Commitments exceed the Revolving Availability Period Commitments then in effect. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility Commitments shall be made from the applicable Lenders pro rata paid in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under full no later than such Revolving Facility of their obligations to lenddate.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each US Dollar Revolving Lender severally agrees to make revolving credit loans denominated to the Parent Borrower and to the Subsidiary Borrower in US Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year "US Dollar Revolving Loans”") to the Borrower at any time and from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such US Dollar Lender’s LC Exposure under 's Revolving Percentage of the 3-Year Revolving Facilitysum of the L/C Obligations then outstanding, does not exceed the 3-Year Revolving Commitment amount of such Lender's US Dollar Revolving Commitment (the "Revolving Loans"). Notwithstanding the above, which 3-Year in no event shall any Revolving Loan be made or Letter of Credit be issued, if, after giving effect to such making or issuance and the use of proceeds thereof as directed by the Parent Borrower or the Subsidiary Borrower, as the case may be, the Total Revolving Extensions of Credit would exceed the lesser of (i) the Total Revolving Commitments or (ii) the Borrowing Base as of the date of the most recent Borrowing Base Certificate furnished to the Administrative Agent pursuant to Section 5.1(m) or Section 6.2(f) hereof. During the Revolving Commitment Period, the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year hereof. The Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and Loans may from time to time during be Eurocurrency Loans or Alternate Base Rate Loans, as determined by the Parent Borrower or the Subsidiary Borrower, as the case may be, and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrowers shall repay all outstanding Revolving Loans on the Revolving Availability Period with respect Termination Date. To the extent the Revolving Termination Date extends beyond the maturity date of any subordinated debt of the Parent Borrower existing on the date hereof, such Revolving Termination Date shall be adjusted to be 90 days prior to the 5-Year Revolving Facility in maturity date of such subordinated debt. (c) Up to an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under of $40,000,000 of the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall will be made from available for borrowings by the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendSubsidiary Borrower.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject conditions set forth herein, each Lender agrees (a) to make US Dollar Tranche Revolving Loans to the conditions herein set forthBorrower, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelyUS Dollars, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount amounts that will not to exceed, when added to at any time result in (i) such Lender’s LC US Dollar Tranche Revolving Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year exceeding its US Dollar Tranche Revolving Commitment. , (ii) Each Lender under the 5-Year aggregate US Dollar Tranche Revolving Facility severally, Exposures exceeding the aggregate US Dollar Tranche Revolving Commitments or (iii) the aggregate Revolving Exposures plus the aggregate Competitive Loan Exposures exceeding the aggregate Revolving Commitments and not jointly with the other Lenders under the 5-Year (b) to make Multicurrency Tranche Revolving Facility, agrees, upon the terms and subject Loans to the conditions herein set forthBorrower, to make revolving credit loans denominated in US Dollars (each a “5-Year Revolving Loan” and collectivelyor Alternative Currencies, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount amounts that will not to exceed, when added to at any time result in (i) such Lender’s LC Multicurrency Tranche Revolving Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year exceeding its Multicurrency Tranche Revolving Commitment. , (ii) the aggregate Multicurrency Tranche Revolving Exposures exceeding the aggregate Multicurrency Tranche Revolving Commitments or (iii) Each Borrowing of a the aggregate Revolving Exposures plus the aggregate Competitive Loan under Exposures exceeding the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective aggregate Revolving Commitments; provided. Within the foregoing limits and subject to the terms and conditions set forth herein, howeverthe Borrower may borrow, that the failure of any Lender to make any prepay and reborrow Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendLoans.

Revolving Commitments. The Borrower shall have the right, exercisable up to four (i4) times, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided that after giving effect to any and all such increases the aggregate amount of the Revolving Commitments shall not exceed One Billion Two Hundred Million Dollars ($1,200,000,000). Each Lender under such increase in the 3-Year Revolving Facility severallyCommitments must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, and not jointly in consultation with the other Lenders under Borrower, shall manage all aspects of the 3-Year syndication of such increase in the Revolving FacilityCommitments, agrees, upon the terms and subject including decisions as to the conditions herein set forthselection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period be approached with respect to such increase and the 3-Year allocations of the increase in the Revolving Facility in an aggregate principal amount Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Revolving Commitments; provided, that, the consent of the Borrower (not to exceedbe unreasonably withheld, when added conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such Lender’s LC Exposure under increase in the 3-Year Revolving Facilityevent the consent of the Borrower would be required if such bank, the 3-Year financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment of or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such Lender, which 3-Year Revolving Loans #90303017v26 may requested increase must be repaid an Eligible Assignee subject to and reborrowed in accordance with the provisions of Section 13.5(b). If a new Revolving Lender becomes a party to this Agreement. At no time shall the Total 3-Year , or if any existing Revolving Extensions of Credit exceed the Total 3-Year Lender is increasing its Revolving Commitment. , such Lender shall on the date it becomes a Revolving Lender hereunder (iior in the case of an existing Revolving Lender, increases its Revolving Commitment) Each Lender under the 5-Year Revolving Facility severally, (and not jointly with as a condition thereto) purchase from the other Revolving Lenders under the 5-Year its Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars Commitment Percentage (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period determined with respect to the 5-Year Revolving Facility Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an aggregate amount equal to (A) the portion of the outstanding principal amount not of such Revolving Loans to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.2(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which 5-Year such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased Revolving Loans may be repaid Commitments, and reborrowed (z) the Administrative Agent shall have received each of the following, in accordance with form and substance reasonably satisfactory to the provisions Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of this Agreement. At no time shall (A) all partnership or other necessary action taken by the Total 5-Year Revolving Extensions Borrower to authorize such increase and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of Credit exceed such increase; and (ii) an opinion of counsel to the Total 5-Year Revolving Commitment. Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) Each Borrowing of a Revolving Loan under to the extent requested by the applicable Lender, a new Revolving Facility shall be made from Note executed by the Borrower, payable to such new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable Lenders pro rata increase in accordance with their respective the aggregate amount of the Revolving Commitments; provided. In connection with any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.15(a), however, that any Revolving Lender becoming a party hereto shall (1) execute such documents and agreements as the failure Administrative Agent may reasonably request and (2) in the case of any Lender to make any Revolving Loan that is organized under the applicable Revolving Facility laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other information as shall not in itself relieve be necessary for the other Lenders under such Revolving Facility of their obligations Administrative Agent to lendcomply with “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Revolving Commitments. The Company may, upon notice to the Administrative Agent, (i) Each Lender under terminate the 3-Year Aggregate Revolving Facility severallyA Commitments and/or the Aggregate Revolving B Commitments, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”ii) to the Borrower at any time and from time to time during permanently reduce the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving FacilityLetter of Credit Sublimit, the 3-Year Revolving Commitment of such LenderSwing Line Sublimit and/or the Foreign Borrower Sublimit, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (iiiii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during permanently reduce the Aggregate Revolving Availability Period with respect A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C Obligations or (iv) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (A) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the 5-Year Revolving Facility date of termination or reduction, (B) any such partial reduction shall be in an aggregate principal amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (C) the Company shall not terminate or reduce (x) (1) the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, if, after giving effect thereto and to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facilityany concurrent prepayments hereunder, the 5-Year Total Revolving Commitment A Outstandings and/or Total Revolving B Outstandings, as applicable, would exceed the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, (2) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (3) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit or (4) the Foreign Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans and L/C Obligations made to Foreign Borrowers would exceed the Foreign Borrower Sublimit and (D) any such Lendernotice may state that such notice is conditioned upon the effectiveness of other transactions, in which 5-Year Revolving Loans case such notice of termination or reduction may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under revoked by the applicable Revolving Facility shall be made from Borrower (by notice to the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that Administrative Agent on or prior to the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall specified effective date) if such condition is not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendsatisfied.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelytogether, the “3-Year Tranche B-1 Revolving Loans”) to the Borrower at any time Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Tranche B-1 Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding the Dollar Equivalent of which, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender, which 3-Year ’s Revolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans #90303017v26 in any Designated Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment Period, the Borrowers may be repaid use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitmentterms and conditions hereof. (ii) Each Lender under Except as hereinafter provided, Revolving Loans shall, at the 5-Year option of the Parent Borrower, (x) in the case of Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans Loans denominated in Dollars Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (each a “5-Year Revolving Loan” and collectively, y) in the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment case of such Lender, which 5-Year Revolving Loans may denominated in Canadian Dollars, be repaid incurred and reborrowed maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (z) in accordance with the provisions case of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentLoans denominated in any Designated Foreign Currency (other than Canadian Dollars), be incurred and maintained as Eurocurrency Loans. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Commitment Period, revolving credit loans (“Revolving Facility Loans”), in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Lender’s LC Exposure under Revolving Percentage of the 3-Year Revolving Facilitysum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, which 3-Year prepaying and reborrowing the Revolving Loans #90303017v26 may be repaid and reborrowed in whole or in part, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year hereof. The Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and Loans may from time to time during be Eurodollar Loans or Base Rate Loans, as determined by the Revolving Availability Period with respect Borrower and notified to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed Administrative Agent in accordance with Sections 3.2 and 4.3. Not more than $50,000,000 of Revolving Loans and Swingline Loans shall be made on the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentClosing Date. (iiib) Each Borrowing of a All Revolving Loan under the applicable Revolving Facility Loans shall be made from the applicable Lenders pro rata denominated in accordance with their respective Revolving CommitmentsDollars; provided, however, the Borrower may elect, by notice from Borrower to the Administrative Agent in accordance with the procedures set forth in Section 3.2 below, to borrow Revolving Loans in one or more Alternate Currencies up to $35,000,000 at any time outstanding; provided, further, that for the failure of any Lender period from the Closing Date until the Administrative Agent so advises to make any the contrary, no Loans shall be requested and provided in Mexican Pesos; (c) The Borrower agrees to repay all outstanding Revolving Loan under Loans in Dollars (with respect to Dollar Loans) or in the applicable Alternate Currency (with respect to Alternate Currency Loans), in any case on the Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendTermination Date.

Revolving Commitments. Subject to the terms and conditions set forth herein, each (i) Each US Revolving Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year US Revolving Loans”) denominated in Dollars to the Borrower at any time and Company from time to time during the Revolving Revolver Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat one time outstanding which, when added to such LenderXxxxxx’s LC Exposure under US Revolving Percentage of the 3-Year Revolving FacilityL/C Obligations then outstanding, the 3-Year does not exceed such Xxxxxx’s US Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each each Multicurrency Revolving Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, severally agrees to make revolving credit loans denominated in Dollars (each a “5-Year Multicurrency Revolving LoanLoans” and collectivelytogether with the US Revolving Loans, the “5-Year Revolving Loans”) denominated in a Multicurrency to the Borrower at any time Company and the Foreign Subsidiary Borrowers, from time to time during the Revolving Revolver Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount (including the Dollar Equivalent of the aggregate principal amount of any such Multicurrency Revolving Loans denominated in a Multicurrency other than Dollars) at any one time outstanding which does not to exceed, when added to exceed such Lender’s LC Exposure under Multicurrency Revolving Commitment. Within the 5-Year foregoing limits and subject to the terms and conditions set forth herein, a Borrower may borrow, prepay and reborrow Revolving FacilityLoans. The Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid Company and reborrowed notified to the Administrative Agent in accordance with the provisions of this AgreementSection 2.05. At no time shall the Total 5-Year The Multicurrency Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility Loans denominated in any Multicurrency other than Dollars shall be made from the applicable Lenders pro rata Eurocurrency Loans in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendSection 2.05.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelytogether, the “3-Year Tranche B-1 Revolving Loans”) to the Borrower at any time Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Tranche B-1 Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding the Dollar Equivalent of which, when added to such Lender’s LC Exposure under Revolving Commitment Percentage of the 3-Year sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Xxxxxx’s Revolving FacilityCommitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the 3-Year then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment of such LenderPeriod, which 3-Year the Borrowers may use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitmentterms and conditions hereof. (ii) Each Lender under Except as hereinafter provided, Revolving Loans shall, at the 5-Year option of the Parent Borrower, (x) in the case of Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans Loans denominated in Dollars Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (each a “5-Year Revolving Loan” and collectively, y) in the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment case of such Lender, which 5-Year Revolving Loans may denominated in Canadian Dollars, be repaid incurred and reborrowed maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (z) in accordance with the provisions case of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentLoans denominated in any Designated Foreign Currency (other than Canadian Dollars), be incurred and maintained as Eurocurrency Loans. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each U.S.$ Revolving Lender severally agrees to make revolving credit loans denominated in U.S. Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year "U.S.$ Revolving Loans”") to the Borrower at any time and Dura from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedor at any one time outstanding which, when added to such Lender’s LC Exposure under 's Revolving Percentage of the 3-Year Revolving Facilitysum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Dollar Equivalent of the Swingline Loans then outstanding, does not exceed the 3-Year Revolving Commitment amount of such Lender's U.S.$ Revolving Commitment. During the Revolving Commitment Period the Dura may use the U.S.$ Revolving Commitments by borrowing, which 3-Year prepaying the U.S.$ Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions terms and conditions hereof. The U.S.$ Revolving Loans may from time to time be of this Agreement. At no time shall any available Type for U.S. Dollars, as determined by Dura and notified to the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving CommitmentAdministrative Agent in accordance with Sections 2.4 and 2.12. (iib) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Pounds Sterling Lender severally agrees to make revolving credit loans denominated in Dollars Pounds Sterling (each a “5-Year Revolving Loan” and collectively, the “5-Year "Pounds Sterling Revolving Loans”") to the Pounds Sterling Revolving Borrower at any time and from time to time during the Revolving Availability Commitment Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Lender’s LC Exposure under 's Revolving Percentage of the 5-Year aggregate principal amount of all Pounds Sterling Revolving FacilityLoans then outstanding, does not exceed the 5-Year Total Pounds Sterling Revolving Commitments. During the Revolving Commitment of such LenderPeriod the Pounds Sterling Revolving Borrower may use the Pounds Sterling Revolving Commitments by borrowing, which 5-Year prepaying the Pounds Sterling Revolving Loans may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the terms and conditions hereof. The Pounds Sterling Revolving Loans may from time to time be of any available Type for Pounds Sterling, as determined by the Pounds Sterling Revolving Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12. (c) Subject to the terms and conditions hereof, each Euro Revolving Lender severally agrees to make revolving credit loans in Euros ("Euro Revolving Loans") to the Euro Revolving Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the aggregate principal amount of all Euro Revolving Loans then outstanding, does not exceed the Total Euro Revolving Commitments. During the Revolving Commitment Period the Euro Revolving Borrowers may use the Euro Revolving Commitments by borrowing, prepaying the Euro Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Euro Revolving Loans may from time to time be of any available Type for Euros, as determined by the applicable Euro Revolving Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12. (d) Notwithstanding any other provisions of this Agreement. At no time Agreement to the contrary, the Borrowers shall not be entitled to request any Revolving Loan, Swingline Loan or Letter of Credit, and the Total 5-Year Lenders shall not be obligated to make available any Revolving Loan, Swingline Loan or Letter of Credit if, after giving effect to the making of such Loan or the issuance of such Letter of Credit, the aggregate Revolving Extensions of Credit would exceed the Total 5-Year U.S.$ Revolving CommitmentCommitments. (iiie) Each Borrowing of a The Borrowers shall repay all outstanding Revolving Loan under Loans on the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendTermination Date.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject By written notice sent to the conditions herein set forth, Administrative Agent (which the Administrative Agent shall promptly distribute to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelythe Lenders), the “3-Year Revolving Loans”) to the Borrower may at any time and from time to time during request an increase of the Revolving Availability Period with respect to aggregate amount of the 3-Year Revolving Facility in Commitments by an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the sum of (A) the total amount of all Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall not to exceed, when added to such Lender’s LC Exposure under exceed $800,000,000; and (iv) the 3-Year Revolving Facility, Commitment of a Lender shall not be increased without the 3-Year Revolving Commitment consent of such Lender. If one or more of the Lenders is not increasing its Commitment, which 3-Year then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Revolving Loans #90303017v26 may will not be repaid and reborrowed held pro rata by the Lenders in accordance with the provisions Applicable Percentages determined hereunder. To remedy the foregoing, on the date of this Agreement. At no time shall the Total 3-Year Revolving Extensions effectiveness of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectivelyIncreased Commitment Supplement, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during Lenders shall make advances among themselves so that after giving effect thereto the Revolving Availability Period with respect to Loans will be held by the 5-Year Revolving Facility in an aggregate principal amount not to exceedLenders, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Commitments; provided, however, that Loans of the failure Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of any the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to make any Revolving Loan apply thereto under the applicable Revolving Facility terms of this Agreement. All advances made under this Section shall not in itself relieve be made through the other Lenders under such Revolving Facility of their obligations to lendAdministrative Agent.

Revolving Commitments. (i) Each Lender under From the 3-Year Third RestatementSecond Amendment Effective Date to the Revolving Facility severallyTermination Date, and not jointly with the other Lenders under the 3-Year Revolving Facility, (a) each Lender severally agrees, upon on the terms and subject to the conditions herein set forthforth in this Agreement, to make revolving credit loans Revolving Loans to the Company from time to time, (b) each BSub Lender with respect to a Borrowing Subsidiary severally agrees, on the terms and conditions set forth in this Agreement, to make Multicurrency Revolving Loans to such Borrowing Subsidiary (and each other Lender severally agrees that it will purchase a participation in each such Revolving Loan if required pursuant to Section 2.25) and (c) each Issuer agrees tothat it may, in its sole discretion, issue Letters of Credit denominated in Dollars (each a “3-Year Revolving Loan” and collectively, Agreed Currencies for the “3-Year Revolving Loans”) to the account of any Borrower at any time and from time to time during (and each Revolving Lender severally agrees to participate in each such Letter of Credit as more fully set forth in Section 2.18); provided that (i) the Aggregate Outstanding Revolving Availability Period with respect to Credit Exposure shall not at any time exceed the 3-Year Aggregate Revolving Facility in an aggregate principal amount Commitment, (ii) the Outstanding Revolving Credit Exposure of any Lender shall not to exceed, when added to at any time exceed such Lender’s Revolving Commitment and (iii) the aggregate Dollar Amount of all outstanding Multicurrency Revolving Loans, LC Exposure under not denominated in Dollars and Swingline Exposure not denominated in Dollars shall not at any time exceed $100,000,000. Subject to the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions terms of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower Borrowers may borrow, repay and reborrow at any time and from time prior to time during the Revolving Availability Period with respect to Facility Termination Date. The Revolving Commitments shall expire on the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentTermination Date. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and in Dollars from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Lender’s LC Exposure under Revolving Percentage of the 3-Year Revolving Facility, L/C Obligations then outstanding does not exceed the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, which 3-Year prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year hereof. The Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and Loans may from time to time during be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving Availability Period with respect Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Term Commitment Increases and Revolving Commitment Increases does not exceed $150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the 5-Year Revolving Facility in an aggregate principal amount approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to exceed, when added to such be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be in compliance with Section 7.1, and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender, which 5-Year ’s portion of the outstanding Revolving Loans may of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of this Agreement. At no time shall Section 2.18 if the Total 5-Year Revolving Extensions deemed payment occurs other than on the last day of Credit exceed the Total 5-Year Revolving Commitmentrelated Interest Periods. (iiic) Each Borrowing of a The Borrower shall repay all outstanding Revolving Loan under Loans on the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendTermination Date.

Revolving Commitments. The Company may, upon notice to the Administrative Agent, (i) Each Lender under terminate the 3-Year Aggregate Revolving Facility severallyA Commitments and/or the Aggregate Revolving B Commitments, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”ii) to the Borrower at any time and from time to time during permanently reduce the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving FacilityLetter of Credit Sublimit, the 3-Year Revolving Commitment of such LenderSwing Line Sublimit and/or the Foreign Borrower Sublimit, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (iiiii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during permanently reduce the Aggregate Revolving Availability Period with respect A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C Obligations or (iv) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (A) any such notice shall be received CHAR1\0000000x0 (1) the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings and/or Total Revolving B Outstandings, as applicable, would exceed the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, (2) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (3) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit or (4) the Foreign Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans and L/C Obligations made to Foreign Borrowers would exceed the Foreign Borrower Sublimit and (D) any such notice may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of termination or reduction may be revoked by the applicable Borrower (by notice to the 5-Year Revolving Facility in an aggregate principal amount Administrative Agent on or prior to the specified effective date) if such condition is not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitmentsatisfied. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each each, a “3-Year Revolving Loan” and and, collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not with respect to exceedall such Revolving Loans at any one time outstanding which, when added to the aggregate principal amount of any then outstanding Revolving Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, sf-3193689 does not exceed the amount of such Lender’s LC Exposure under the 3-Year Revolving FacilityCommitment. In addition, the 3-Year amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitment of such Lenderthen in effect. During the Revolving Commitment Period the Borrower may use the Available Revolving Commitments by borrowing, which 3-Year prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year hereof. The Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and Loans may from time to time during be Eurodollar Loans or ABR Loans, as determined by the Revolving Availability Period with respect Borrower and notified to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed Administrative Agent in accordance with Sections 2.2 and 2.13. Notwithstanding anything to the provisions of this Agreement. At no time shall contrary contained herein, (i) upon the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing occurrence of a Liquidity Event, at the option of the Required Lenders, all Revolving Loans that are Eurodollar Loans will immediately be deemed to be converted into ABR Loans and the Borrower shall be responsible for paying any amounts arising under Section 2.15 as a result of such deemed conversion, and (ii) during the existence of a Liquidity Event or an Event of Default, no Revolving Loan under the applicable Revolving Facility shall may be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; providedborrowed as, however, that the failure of any Lender converted to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendor continued as a Eurodollar Loan.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthforth herein, (a) each Facility A Lender agrees to make revolving credit loans denominated in Dollars Revolving Loans (each a “3-Year Revolving Loan” and collectively, the “3-Year Facility A Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving US Borrowers in Dollars and (b) each Facility in an aggregate principal amount not B Lender agrees to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year make Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Facility B Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Canadian Borrowers in Dollars, if, in each case after giving effect thereto: (i) the Facility in an aggregate principal amount A Credit Exposure or Facility B Credit Exposure of any Lender would not to exceed, when added to exceed such Lender’s LC Facility A Commitment or Facility B Commitment, respectively; (ii) the total Revolving Credit Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit would not exceed the Total 5-Year lesser of (x) the aggregate amount of the Revolving Commitment.Commitments and (y) the Aggregate Borrowing Base; (iii) Each the total Facility A Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base; and (iv) the total Facility B Credit Exposure would not exceed the lesser of a Revolving Loan under (x) the applicable Revolving aggregate amount of the Facility shall be made from B Commitments and (y) the applicable Lenders pro rata Aggregate Borrowing Base minus the Facility A Credit Exposure; subject, in accordance with their respective Revolving Commitments; providedthe case of each of clause (ii), however(iii) and (iv) above, that to the failure of any Lender Administrative Agent’s authority, in its sole discretion, to make any Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow its Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendLoans.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and in Dollars from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Lender’s LC Exposure under Revolving Percentage of the 3-Year Revolving Facility, L/C Obligations then outstanding does not exceed the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, which 3-Year prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year hereof. The Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and Loans may from time to time during be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving Availability Period with respect Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed $500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the 5-Year Revolving Facility in an aggregate principal amount approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to exceed, when added to such be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be in compliance with Section 7.1, and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender, which 5-Year ’s portion of the outstanding Revolving Loans may of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of this AgreementSection 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. At For the avoidance of doubt, no time existing Lender will be required to provide any Revolving Commitment Increase and the Borrower shall have no obligation to offer any existing Lender the Total 5-Year opportunity to provide any commitment for any Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentCommitment Increase. (iiic) Each Borrowing of a The Borrower shall repay all outstanding Revolving Loan under Loans on the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendTermination Date.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Lender’s LC Exposure under other Revolving Extensions of Credit then outstanding, does not exceed the 3-Year Revolving Facility, the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment; provided that after giving effect to the making and the use of proceeds thereof, which 3-Year the aggregate Revolving Extensions of Credit shall not exceed the Availability then in effect. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, solely in the case of this Agreement. At no time shall Revolving Loans denominated in Dollars, ABR Loans, as determined by the Total 3-Year Revolving Extensions of Credit exceed Borrower and notified to the Total 3-Year Revolving CommitmentAdministrative Agent in accordance with Sections 2.5 and 2.13. (iib) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon Subject to the terms and subject conditions hereof, each Local Fronting Lender severally agrees to make loans (and, to the conditions herein set forthextent provided in Section 2.31, to make revolving credit loans denominated create Acceptances) under the aggregate Revolving Commitments, in Dollars (each a “5-Year Revolving Loan” and collectivelyor in the Permitted Foreign Currency set forth on Schedule 2.4(b), the “5-Year Revolving Loans”) to the Borrower at any time and or to the Local Borrowing Subsidiary for such Permitted Foreign Currency from time to time during the Revolving Availability Commitment Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed(individually, when added to such Lender’s LC Exposure under the 5-Year Revolving Facilitya “Local Loan”, and collectively, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments“Local Loans”); provided, however, that, after giving effect to the making and the use of proceeds thereof, (i) the aggregate amount of the Local Outstandings of such Local Fronting Lender shall not exceed the amount equal to its Currency Sublimit then in effect and (ii) the aggregate Revolving Extensions of Credit shall not exceed the Availability then in effect. The Local Loans made by each Local Fronting Lender generally shall be made by such Local Fronting Lender from a lending office which is located within the jurisdiction of its respective Permitted Foreign Currency; provided, however, that, in the event that the failure Company or the relevant Local Borrowing Subsidiary so requests and the relevant Local Fronting Lender (in its sole discretion) so agrees, any Local Loans to be made by such Local Fronting Lender may be made from a lending office of such Local Fronting Lender which is not located in the jurisdiction of its Permitted Foreign Currency. During the Revolving Commitment Period, the Local Borrowers may use the aggregate Revolving Commitments by borrowing Local Loans and Acceptances, repaying the Local Loans and Acceptances in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (i) no Local Borrowing Subsidiary organized under the laws of any Lender jurisdiction outside the United States shall pay or be obligated under any Loan Document to make pay any amounts, including any amounts owing by or on account of any other Loan Party pursuant to this Agreement or any other Loan Document or in respect of any other Secured Obligations, other than the Obligations arising from the Local Loans of such Local Borrowing Subsidiary and (ii) no assets of any Local Borrowing Subsidiary organized outside of the United States shall be used to pay or secure obligations of the Company, any other Loan Party or any other Local Borrowing Subsidiary under any Loan Document or in respect of any other Secured Obligations. (d) The Borrower shall repay all outstanding Revolving Loan under Loans, Local Loans and Swingline Loans on the Revolving Termination Date with respect to the applicable Tranche of Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendLoans or commitments.

Revolving Commitments. (i) Each Revolving Lender under the 3-Year Revolving Facility severally, severally and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon during the Availability Period, (1) on the terms and subject to the conditions herein hereinafter set forth, forth to make revolving credit loans Revolving Advances denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) or Alternative Currencies to the any Borrower at any time and from time to time during and (2) in the event that any Revolving Availability Period Lender (other than an Initial Lender) shall have become a Non-Funding Lender, to make Supplemental Advances (each, collectively with respect any supplemental advances made pursuant to Section 2.01(b) below, a “Supplemental Advance”) denominated in Dollars or Alternative Currencies, as applicable, on the 3-Year Revolving Facility Closing Date to any Borrower in an amount deemed to be requested by such Borrower under Section 2.05, in the case of each of clauses (1) and (2), in an aggregate principal amount that would not result (after giving effect to exceed, when added any application of proceeds from such Advances pursuant to Section 2.03(a)) in (i) the Dollar Equivalent of such Lender’s LC Revolving Credit Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of exceeding such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year ’s Revolving Commitment. , (ii) Each Lender the Dollar Equivalent of the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments and (iii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Additionally, prior to the Closing Date, no extensions of credit may be made under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility Closing Date Revolver Portion. Each Borrowing shall be in an aggregate principal amount not equal to exceed, when added the Applicable Minimum Amount and shall consist of Advances of the same Type and currency made on the same day by the Lenders ratably according to such their respective Commitments. Within the limits of each Lender’s LC Exposure Commitment, each Borrower may borrow under this Section 2.01(a), prepay Advances pursuant to Section 2.12 and reborrow under this Section 2.01(a). Notwithstanding anything to the 5-Year contrary in this Agreement or any other Loan Document, no Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time Lender shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under Advance to New HoldCo prior to the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendClosing Date.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject By written notice sent to the conditions herein set forth, Administrative Agent (which the Administrative Agent shall promptly distribute to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelythe Lenders), the “3-Year Revolving Loans”) to the Borrower may at any time and from time to time during request an increase of the Revolving Availability Period with respect to aggregate amount of the 3-Year Revolving Facility in Commitments by an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the sum of (A) the total amount of all Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall not to exceed, when added to such Lender’s LC Exposure under exceed $1,050,000,000; and (iv) the 3-Year Revolving Facility, Commitment of a Lender shall not be increased without the 3-Year Revolving Commitment consent of such Lender. If one or more of the Lenders is not increasing its Commitment, which 3-Year then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver a supplement in the form attached hereto as Exhibit C (the “Increased Commitment Supplement”). If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Revolving Loans #90303017v26 may will not be repaid and reborrowed held pro rata by the Lenders in accordance with the provisions Applicable Percentages determined hereunder. To remedy the foregoing, on the date of this Agreement. At no time shall the Total 3-Year Revolving Extensions effectiveness of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectivelyIncreased Commitment Supplement, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during Lenders shall make advances among themselves so that after giving effect thereto the Revolving Availability Period with respect to Loans will be held by the 5-Year Revolving Facility in an aggregate principal amount not to exceedLenders, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Commitments; provided, however, that Loans of the failure Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of any the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to make any Revolving Loan apply thereto under the applicable Revolving Facility terms of this Agreement. All advances made under this Section shall not in itself relieve be made through the other Lenders under such Revolving Facility of their obligations to lendAdministrative Agent.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject By written notice sent to the conditions herein set forth, Administrative Agent (which the Administrative Agent shall promptly distribute to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelythe Lenders), the “3-Year Revolving Loans”) to the Borrower may at any time and from time to time during request an increase of the Revolving Availability Period with respect to aggregate amount of the 3-Year Revolving Facility in Commitments by an aggregate amount equal to any integral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the sum of (A) the total amount of all Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall not to exceed, when added to such Lender’s LC Exposure under exceed $1,000,000,000; and (iv) the 3-Year Revolving Facility, Commitment of a Lender shall not be increased without the 3-Year Revolving Commitment consent of such Lender. If one or more of the Lenders is not increasing its Commitment, which 3-Year then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver a supplement in the form attached hereto as Exhibit C (the “Increased Commitment Supplement”). If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Revolving Loans #90303017v26 may will not be repaid and reborrowed held pro rata by the Lenders in accordance with the provisions Applicable Percentages determined hereunder. To remedy the foregoing, on the date of this Agreement. At no time shall the Total 3-Year Revolving Extensions effectiveness of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectivelyIncreased Commitment Supplement, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during Lenders shall make advances among themselves so that after giving effect thereto the Revolving Availability Period with respect to Loans will be held by the 5-Year Revolving Facility in an aggregate principal amount not to exceedLenders, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Commitments; provided, however, that Loans of the failure Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of any the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to make any Revolving Loan apply thereto under the applicable Revolving Facility terms of this Agreement. All advances made under this Section shall not in itself relieve be made through the other Lenders under such Revolving Facility of their obligations to lendAdministrative Agent.

Revolving Commitments. (i) Each Lender under the 3-Year Year2024 Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Year2024 Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Year2024 Revolving Loan” and collectively, the “3-Year Year2024 Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Year2024 Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Year2024 Revolving Facility, the 3-Year Year2024 Revolving Commitment of such Lender, which 3-Year Year2024 Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Year2024 Revolving Extensions of Credit exceed the Total 3-Year Year2024 Revolving Commitment. (ii) Each Lender under the 5-Year Year2023 Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Year2023 Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Year2023 Revolving Loan” and collectively, the “5-Year Year2023 Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Year2023 Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Year2023 Revolving Facility, the 5-Year Year2023 Revolving Commitment of such Lender, which 5-Year Year2023 Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Year2023 Revolving Extensions of Credit exceed the Total 5-Year Year2023 Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthforth herein, (a) each Facility A Lender agrees to make revolving credit loans denominated in Dollars Revolving Loans (each a “3-Year Revolving Loan” and collectively, the “3-Year Facility A Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving US Borrowers in Dollars and (b) each Facility in an aggregate principal amount not B Lender agrees to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year make Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Facility B Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Canadian Borrowers in Dollars, if, in each case after giving effect thereto: (i) the Facility A Credit Exposure or Facility B Credit Exposure of any Lender would not exceed such Xxxxxx’s Facility A Commitment or Facility B Commitment, respectively; (ii) the total Revolving Facility in an aggregate principal amount Credit Exposure would not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year lesser of (x) the aggregate amount of the Revolving Commitment.Commitments and (y) the Aggregate Borrowing Base; (iii) Each the total Facility A Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base; and (iv) the total Facility B Credit Exposure would not exceed the lesser of a Revolving Loan under (x) the applicable Revolving aggregate amount of the Facility shall be made from B Commitments and (y) the applicable Lenders pro rata Aggregate Borrowing Base minus the Facility A Credit Exposure; subject, in accordance with their respective Revolving Commitments; providedthe case of each of clause (ii), however(iii) and (iv) above, that to the failure of any Lender Administrative Agent’s authority, in its sole discretion, to make any Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow its Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendLoans.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Lender holding a Initial Revolving Commitment severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelytogether, the “3-Year Initial Revolving Loans”) to the Borrower at any time Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Initial Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding the Dollar Equivalent of which, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding Revolving L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender, which 3-Year ’s Revolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans #90303017v26 in any Designated Foreign Currency and, to the extent applicable, the then outstanding Revolving L/C Obligations in respect of any Revolving Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(c)). During the Initial Revolving Commitment Period, the Borrowers may be repaid use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part, and reborrowed reborrowing, all in accordance with the provisions terms and conditions hereof; provided that the amount of this Agreement. At no time Revolving Loans funded on the Closing Date pursuant to Sections 5.17(iii)(a)(1), (iii)(a)(3) and (iii)(c) (in the case of Section 5.17(iii)(c), other than to the extent used for working capital) shall the Total 3-Year Revolving Extensions not exceed an aggregate amount of Credit exceed the Total 3-Year Revolving Commitment$50,000,000. (ii) Each Lender under Except as hereinafter provided, Revolving Loans shall, at the 5-Year option of the Parent Borrower, (w) in the case of Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans Loans denominated in Dollars Dollars, be incurred and maintained as, and/or converted into, ABR Loans or EurocurrencyTerm SOFR Loans, (each a “5-Year Revolving Loan” and collectively, x) in the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment case of such Lender, which 5-Year Revolving Loans may denominated in Canadian Dollars, be repaid incurred and reborrowed maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans, (y) in accordance with the provisions case of this Agreement. At no time shall Revolving Loans denominated in Sterling, be incurred and maintained as SXXXX Loans and (z) in the Total 5-Year case of Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentLoans denominated in any Designated Foreign Currency (other than Canadian Dollars or Sterling), be incurred and maintained as Eurocurrency Loans. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, Subject to and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forthforth in this Agreement, each Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Conventional Revolving Loans”) to the Borrower at Company on any time one or more Business Days on or after the date hereof and from time prior to time during the Revolving Availability Period with respect Credit Termination Date, up to the 3-Year Revolving Facility in an aggregate principal amount not exceeding at any one time outstanding an amount equal to exceed, when added to (i) such Lender’s Revolving Commitment less (ii) the principal amount of all Alternate Currency Loans (each calculated in its Dollar equivalent on the Borrowing Date of such Conventional Revolving Loan) and Discretionary Revolving Loans outstanding to such Lender and the LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such LenderLender at such time, which 3-Year if any; provided that in no event shall the aggregate outstanding principal amount of Conventional Revolving Loans, Discretionary Revolving Loans, Alternate Currency Loans #90303017v26 (each calculated in its Dollar equivalent) and the aggregate LC Exposure ever exceed $2,250,000,000, as such amount may be repaid and reborrowed in accordance with increased or reduced pursuant to the provisions terms of this Agreement. At no time Each Conventional Revolving Borrowing shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility be in an aggregate principal amount of not less than $2,000,000 and an integral multiple of $250,000. Subject to exceedthe foregoing, when added to such Lender’s LC Exposure under the 5-Year each Conventional Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made simultaneously from the applicable Lenders pro rata in accordance according to their Borrowing Pro Rata Shares of the principal amount requested for each Conventional Revolving Borrowing and shall consist of Conventional Revolving Loans of the same type (e.g., Alternate Base Rate Loans, Federal Funds Rate Loans or Eurodollar Loans) with their respective Revolving Commitments; providedthe same Interest Period from each Lender. Within such limits and during such period, howeverthe Company may borrow, that the failure of any Lender to make any Revolving Loan repay and reborrow under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendthis Section 2.01(a).

Revolving Commitments. (i) Each Lender under During the 3-Year Revolving Facility severallyCommitment Period, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon subject to the terms and subject conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to the conditions herein set forthSection 3.3(a)(i), each Class A Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Class A Revolving Loan” and collectively, the “3-Year Revolving Loans”) Loans to the Borrower at any time and Company from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate amount outstanding up to but not exceeding such Class A Lender’s aggregate Class A Revolving Commitments, provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the extent that, after giving effect to such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; (b) the aggregate outstanding principal amount not to exceed, when added to such Lender’s LC Exposure under of the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Class A Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year aggregate Class A Revolving CommitmentCommitments. (ii) Each Lender under During the 5-Year Revolving Facility severallyCommitment Period, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon subject to the terms and subject conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to the conditions herein set forthSection 3.3(a)(i), each Class B Revolving Lender shall make Class B Revolving Loans to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility Company in an aggregate principal amount up to but not to exceed, when added to exceeding such Lender’s LC Exposure under Class B Revolving Commitment; provided, that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the 5-Year extent that, after giving effect to such Class B Revolving Facility, Loan: (a) the 5-Year Total Utilization of Class B Revolving Commitment Commitments exceeds the Class B Borrowing Base; or (b) the aggregate outstanding principal amount of such Lender, which 5-Year the Class B Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time funded by such Class B Revolving Lender hereunder shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year its Class B Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each US Revolving Lender severally agrees to make revolving credit loans denominated Revolving Loans in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year US Revolving Loans”) to the each Borrower at any time and from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding such that, when added after giving effect to such borrowing, such US Revolving Lender’s LC Exposure under US Revolving Extensions of Credit do not exceed the 3-Year amount of such US Revolving Facility, Lender’s US Revolving Commitment. During the 3-Year Revolving Commitment of such LenderPeriod, which 3-Year each Borrower may use the US Revolving Commitments by borrowing, prepaying the US Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitmentterms and conditions hereof. (iib) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Euro Revolving Lender severally agrees to make revolving credit loans denominated Revolving Loans in Dollars Euros (each a “5-Year Revolving Loan” and collectively, the “5-Year Euro Revolving Loans”) to the Borrower at any time and HCLP from time to time during the Revolving Availability Commitment Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding such that, when added after giving effect to such borrowing, such Euro Revolving Lender’s LC Exposure under Euro Revolving Extensions of Credit do not exceed the 5-Year amount of such Euro Revolving Facility, Lender’s Euro Revolving Commitment. During the 5-Year Revolving Commitment of such LenderPeriod, which 5-Year HCLP may use the Euro Revolving Commitments by borrowing, prepaying the Euro Revolving Loans may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitmentterms and conditions hereof. (c) The US Revolving Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) Each Borrowing of a Revolving Loan under combination thereof, as determined by the applicable Revolving Facility shall be made from relevant Borrower and notified to the applicable Lenders pro rata Administrative Agent in accordance with their respective Sections 2.2 and 3.5. The Euro Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility Loans shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendbe Eurocurrency Loans.

Revolving Commitments. (i) Each Lender under the 3-Year The aggregate Revolving Facility severallyCommitments are hereby increased by $23,000,000.00 to $523,000,000.00. JPMorgan hereby agrees to increase its Revolving Commitment by $7,666,666.67, KeyBank National Association hereby agrees to increase its Revolving Commitment by $7,666,666.66, and not jointly with the other Lenders under the 3-Year Bank of America, N.A. hereby agrees to increase its Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars Commitment by $7,666,666.66 (each a “3-Year Revolving Loan” and collectively, the “3-Year New Revolving LoansCommitments”) to the Borrower at any time and from time amount set forth opposite its name on Schedule 2.01A attached to time during this Amendment. Such New Revolving Commitments shall constitute “Extended Revolving Commitments” under the Credit Agreement. On the Amendment Effective Date, (a) each of the Revolving Availability Period Lenders shall assign to each of the Increasing Lenders, and each of the Increasing Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on the Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments set forth on Schedule 2.01A attached to this Amendment, (b) each Revolving Lender shall automatically and without further act be deemed to have assigned to each of the Increasing Lenders, and each such Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the aggregate outstanding (i) participations in Letters of Credit and (ii) participations in Swingline Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments set forth on Schedule 2.01A attached to this Amendment, (c) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and an Extended Revolving Commitment and each loan made thereunder shall be deemed, for all purposes, a Revolving Loan and an Extended Loan and (d) each Increasing Lender shall become a Revolving Lender with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year New Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitmentall matters relating thereto. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Commitment Period, (i) each Tranche 1 Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (each a “5-Year Revolving Loan” and collectively, the “5-Year Tranche 1 Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount that will not to exceed, when added to result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s LC Exposure under the 5-Year Tranche 1 Outstanding Revolving Facility, the 5-Year Credit exceeding such Lender’s Tranche 1 Revolving Commitment or (B) the Dollar Amount of Tranche 1 Revolving Loans in Alternative Currencies exceeding the Tranche 1 Alternative Currency Revolving Sublimit and (ii) each Tranche 2 Revolving Lender severally agrees to make to QVC or zulily revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 2 Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender, which 5-Year ’s Tranche 2 Outstanding Revolving Credit exceeding such Lender’s Tranche 2 Revolving Commitment or (B) the Dollar Amount of Tranche 2 Revolving Loans in Alternative Currencies exceeding the Tranche 2 Alternative Currency Revolving Sublimit. During the Revolving Commitment Period (i) QVC may be repaid use the Tranche 1 Revolving Commitments by borrowing, prepaying the Tranche 1 Revolving Loans, in whole or in part, and reborrowed reborrowing, and (ii) QVC and zulily may each use the Tranche 2 Revolving Commitments by borrowing, prepaying the Tranche 2 Revolving Loans in whole or in part, and reborrowing, all in accordance with the provisions terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of this Agreement. At no time shall Revolving Loans in Dollars, ABR Loans, as determined by the Total 5-Year Revolving Extensions of Credit exceed applicable Borrower and notified to the Total 5-Year Revolving CommitmentAdministrative Agent in accordance with Sections 2.03 and 2.05. (iiib) Each Borrowing of a Revolving Loan under the applicable a Revolving Facility shall be made from as part of a Borrowing consisting of Revolving Loans made by the applicable Revolving Lenders pro rata thereunder ratably in accordance with their respective Revolving Commitments; provided, however, that the Commitments under such Revolving Facility. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Commitments under the applicable Tranche 1 Revolving Facility or Tranche 2 Revolving Facility, as applicable. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not in itself relieve the other Lenders under such at any time be more than a total of 15 Eurocurrency Revolving Facility of their obligations to lendBorrowings outstanding.

Revolving Commitments. (i) Each Lender under i. During the 3-Year Revolving Facility severallyCommitment Period, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Revolving Conduit Lender may, in its sole discretion, and each Class A Revolving Committed Lender shall (severally, not jointly, or jointly and severally), make Class A Revolving Loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Class A Revolving Conduit Maximum Amount or Class A Revolving Committed Maximum Amount, as the case may be, provided that if any Class A Revolving Conduit Lender, in its discretion, does not make a Class A Revolving Loan to the Borrower (or any portion thereof), the Class A Revolving Committed Lenders shall make such Class A Revolving Loan to the Borrower, provided further that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the extent that, after giving effect to such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Maximum Amount exceeds the Class A Borrowing Base; (b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Conduit Maximum Amount (in the case of a Class A Revolving Conduit Lender) or Class A Revolving Committed Maximum Amount (in the case of a Class A Revolving Committed Lender), and, for the avoidance of doubt, the Class A Revolving Maximum Amount shall be zero on the Revolving Commitment Termination Date. ii. During the Revolving Commitment Period, subject to the terms and conditions herein set forthhereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Revolving Lender shall make revolving credit loans denominated in Dollars (each a “3-Year Class B Revolving Loan” and collectively, the “3-Year Revolving Loans”) Loans to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount up to but not to exceed, when added to exceeding such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Class B Revolving Commitment. (ii) Each , provided that no Class B Revolving Lender under the 5-Year shall make any such Class B Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject Loan or portion thereof to the conditions herein set forthextent that, after giving effect to make revolving credit loans denominated in Dollars (each a “5-Year such Class B Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.:

Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Purchaser agrees to make Revolving Loans to the Company in an aggregate amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, after giving effect to the making of any Revolving Loans, (i) Each Lender in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect and (ii) in no event shall the ratio of the aggregate outstanding principal amount of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount of the Revolving Commitments to the amount of the Total Revolving Commitments (without taking into account, for purposes of the foregoing calculations, any Revolving Loans made pursuant to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the 3-Year Revolving Facility severally, and not jointly with Parent Credit Agreement); provided further that in no event shall (A) the other Lenders under sum of (x) the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the 3-Year Revolving Facility, Parent Credit Agreement during such calendar month minus (B) the 3-Year Revolving Commitment aggregate principal amount of such Lender, which 3-Year Revolving Loans #90303017v26 and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless the Revolving Loans shall have been converted to Term Loans pursuant to Section 2.2(d), the Revolving Loans and all other amounts owed hereunder with respect to the 5-Year Revolving Facility Loans and the Revolving Commitments shall be paid in an aggregate principal full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount not to exceed, when added to such Lender’s LC Exposure under of the 5-Year Revolving FacilityParent Commitment for whatever reason, the 5-Year amount of the Revolving Commitment of such Lender, which 5-Year Revolving Loans may shall automatically and immediately be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitmentreduced by a proportionate amount. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthforth herein, each Lender agrees to make revolving credit loans denominated in Dollars (each a “3-Year Tranche A Revolving Loan” and collectively, the “3-Year Revolving Loans”) Loans to the Borrower at any time and Smith from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate ax xxxregate principal amount that will not to exceed, when added to result in such Lender’s LC 's Tranche A Revolving Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of exceeding such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year 's Tranche A Revolving Commitment. (ii) Each Lender under . Within the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms foregoing limits and subject to the terms and conditions herein set forthforth herein, Smith may borrow, prepay and reborrow Tranche A Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Lender agrees to make revolving credit loans denominated in Dollars (each a “5Tranche B Revolving Loans to M-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and I LLC from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount that will not to exceed, when added to result in such Lender’s LC 's Tranche B Revolving Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of exceeding such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year 's Tranche B Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loans. (iiic) Each Borrowing The Borrowers, Administrative Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, howeverTexas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the failure of any Lender to make Notes or any Revolving Loan under and that neither the applicable Notes nor any Revolving Facility Loan shall not be governed by Chapter 346 or subject to its provisions in itself relieve the other Lenders under such Revolving Facility of their obligations to lendany manner whatsoever.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthforth herein, each Lender agrees to make revolving credit loans denominated in Dollars (each a “3-Year Tranche A Revolving Loan” and collectively, the “3-Year Revolving Loans”) Loans to the Borrower at any time and Xxxxx from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount that will not to exceed, when added to result in such Lender’s LC 's Tranche A Revolving Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of exceeding such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year 's Tranche A Revolving Commitment. (ii) Each Lender under . Within the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms foregoing limits and subject to the terms and conditions herein set forthforth herein, Xxxxx may borrow, prepay and reborrow Tranche A Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Lender agrees to make revolving credit loans denominated in Dollars (each a “5Tranche B Revolving Loans to M-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and I LLC from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount that will not to exceed, when added to result in such Lender’s LC 's Tranche B Revolving Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of exceeding such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year 's Tranche B Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loans. (iiic) Each Borrowing The Borrowers, Administrative Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, howeverTexas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the failure of any Lender to make Notes or any Revolving Loan under and that neither the applicable Notes nor any Revolving Facility Loan shall not be governed by Chapter 346 or subject to its provisions in itself relieve the other Lenders under such Revolving Facility of their obligations to lendany manner whatsoever.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and Revolving Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedwhich, when added to such Lender’s LC Exposure under Revolving Percentage of the 3-Year sum of (i) the aggregate Outstanding Amount of L/C Obligations at such time and (ii) the aggregate Outstanding Amount of the Swingline Loans at such time, does not exceed the amount of such Xxxxxx’s Revolving Facility, Commitment. During the 3-Year Revolving Commitment of such LenderPeriod the Revolving Borrowers may use the Revolving Commitments by borrowing, which 3-Year repaying or prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans hereof. The Revolving Loans (other than Revolving Loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”or Sterling) to the Borrower at any time and may from time to time during the Revolving Availability Period be Eurocurrency Loans or, with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid denominated in Dollars, Term SOFR Loans or ABR Loans, as determined by the applicable Revolving Borrower and reborrowed notified to the Administrative Agent in accordance with the provisions of this AgreementSections 2.5 and 2.12. At no time Revolving Loans denominated in Sterling shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitmentbe Sterling Daily Rate Loans. (iiib) Each Borrowing The Revolving Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date, together with accrued and unpaid interest on the Revolving Loans, to but excluding the date of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendpayment.

Revolving Commitments. (i) Each On the Closing Date, the Revolving Loans of each Lender outstanding under the 3-Year Revolving Existing Credit Facility severally(each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a) (i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the conditions herein set forthequivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelyon the Closing Date, the “3-Year Revolving Loans”) initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Borrower at any time and from time to time during Administrative Agent, so that, after giving effect thereto, the Revolving Availability Period with respect to Loans are, on (and immediately after the 3-Year occurrence of) the Closing Date, held ratably by the Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed Lenders in accordance with the provisions respective Revolving Commitments of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed Lenders on the Total 3-Year Revolving CommitmentClosing Date. (ii) Each Lender under During the 5-Year Revolving Facility severallyCommitment Period, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon subject to the terms and subject conditions hereof, each Lender severally agrees to make Revolving Loans, which will be made in Dollars, to Borrowers in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided that after giving effect to the conditions herein set forth, to make revolving credit loans denominated making of any Revolving Loans in Dollars (each a “5-Year no event shall the Total Utilization of Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during Commitments exceed the Revolving Availability Period Commitments then in effect. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility Commitments shall be made from the applicable Lenders pro rata paid in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under full no later than such Revolving Facility of their obligations to lend.date. -43- CREDIT AGREEMENT (PATTERN REVOLVER)

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject conditions hereof, each Lender severally agrees to make Loans to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and Borrowers from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding, when added to such LenderXxxxxx’s LC Exposure under Commitment Percentage of the 3-Year Revolving FacilityL/C Obligations then outstanding, which does not exceed the amount of such Xxxxxx’s Commitment. During the Commitment Period, the 3-Year Revolving Commitment of such LenderBorrowers may use the Commitments by borrowing, which 3-Year Revolving prepaying the Loans #90303017v26 may be repaid in whole or in part and reborrowed reborrowing, all in accordance with the provisions of this Agreementterms and conditions hereof. At no The Loans may from time shall to time be Eurodollar Loans or ABR Loans, as determined by the Total 3-Year Revolving Extensions of Credit exceed Borrowers and notified to the Total 3-Year Revolving CommitmentAdministrative Agent in accordance with Sections 2.2 and 2.6. (iia) Each Lender under From time to time during the 5-Year Revolving Facility severallyCommitment Period, and not jointly upon written notice by the Borrower Representative to the Administrative Agent, with the other prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders under (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the 5-Year Revolving Facility, agrees, upon the terms amount of their Commitment or Commitments by executing and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) delivering to the Borrower at Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any time and one or more New Lenders may from time to time during the Revolving Availability Commitment Period with respect agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the 5-Year Revolving Facility Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the 5-Year Revolving Facilityeffective date specified in each New Lender Supplement, the 5-Year Revolving New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of such Lendera Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, which 5-Year Revolving Loans may be repaid without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and reborrowed (y) the Administrative Agent, each increase in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of Credit exceed the Total 5-Year Revolving Commitment$10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) Each Borrowing each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register. (c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a Revolving Loan under phase-in of the applicable Revolving Facility increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be made increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the applicable Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata in accordance with according to their respective Revolving Commitments; providedAggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, howeverto the maximum extent practicable, that through the failure netting of any Lender amounts payable between the Borrowers and the respective Lenders. (d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendBorrower.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and Revolving Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedwhich, when added to such Lender’s LC Exposure under Revolving Percentage of the 3-Year Revolving Facilitysum of (i) the aggregate Outstanding Amount of L/C Obligations at such time and (ii) the aggregate Outstanding Amount of the Swingline Loans at such time, does not exceed the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Revolving Borrowers may use the Revolving Commitments by borrowing, which 3-Year repaying or prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans hereof. The Revolving Loans (other than Revolving Loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”or Sterling) to the Borrower at any time and may from time to time during the Revolving Availability Period be Eurocurrency Loans or, with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid denominated in Dollars, Term SOFR Loans or ABR Loans, as determined by the applicable Revolving Borrower and reborrowed notified to the Administrative Agent in accordance with the provisions of this AgreementSections 2.5 and 2.12. At no time Revolving Loans denominated in Sterling shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitmentbe Sterling Daily Rate Loans. (iiib) Each Borrowing The Revolving Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date, together with accrued and unpaid interest on the Revolving Loans, to but excluding the date of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendpayment.

Revolving Commitments. Administrative Agent shall have received (i) Each Lender under the 3-Year Revolving Facility severally, commitments from banks and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period financial institutions with respect to the 3-Year Revolving Facility to be established on the Restatement Closing Date in an aggregate principal amount not equal to exceed$200,000,000 and (ii) as applicable, when added a fully executed Lender Addendum with respect to such Lender’s LC Exposure bank or other financial institution commitment to provide such Revolving Commitments (and pursuant to which, on the Restatement Closing Date, such bank or other financial institution shall become a Lender for all purposes under the 3-Year Revolving Facility, the 3-Year Credit Agreement) or (y) a fully executed Conversion Notice with respect to each Existing Lender with a Revolving Commitment electing to convert its Revolving Commitment to a Revolving Commitment under the Credit Agreement as amended hereby (and pursuant to which on the Restatement Closing Date, all of such Lender, which 3-Year the outstanding Revolving Loans #90303017v26 may and Revolving Commitments held by such Continuing Lender shall convert into Revolving Loans and Revolving Commitments under the Credit Agreement as amended hereby); it being agreed and understood that delivery of a fully executed Conversion Notice by a Continuing Lender shall be repaid and reborrowed in accordance with the provisions of deemed to constitute an authorization by such Continuing Lender directing Administrative Agent to execute this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Continuing Lender, having delivered its Lender under the 5-Year Revolving Facility severallyConsent and Conversion Notice, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such new Lender, which 5-Year Revolving Loans may having delivered its Lender Addendum, and in each case having funded a Loan on the Restatement Closing Date, acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be repaid and reborrowed in accordance with approved by any Agent, Requisite Lenders or Lenders, as applicable on the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentRestatement Closing Date. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Revolving Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and in Dollars from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding which, when added to such Lender’s LC Exposure under Revolving Percentage of the 3-Year Revolving Facility, L/C Obligations then outstanding does not exceed the 3-Year Revolving Commitment amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, which 3-Year prepaying the Revolving Loans #90303017v26 may be repaid in whole or in part, and reborrowed reborrowing, all in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year hereof. The Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and Loans may from time to time during be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving Availability Period with respect Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, after giving effect thereto, the aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed $250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the 5-Year Revolving Facility in an aggregate principal amount approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to exceed, when added to such be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Borrower and such Increasing Revolving Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be in compliance with Section 7.1, and (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender, which 5-Year ’s portion of the outstanding Revolving Loans may of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of this Agreement. At no time shall Section 2.18 if the Total 5-Year Revolving Extensions deemed payment occurs other than on the last day of Credit exceed the Total 5-Year Revolving Commitmentrelated Interest Periods. (iiic) Each Borrowing of a The Borrower shall repay all outstanding Revolving Loan under Loans on the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendTermination Date.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject conditions hereof, each Lender severally agrees to make Loans to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and Borrowers from time to time during the Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding, when added to such Lender’s LC Exposure under Commitment Percentage of the 3-Year Revolving FacilityL/C Obligations then outstanding, which does not exceed the 3-Year Revolving Commitment amount of such Lender’s Commitment. During the Commitment Period, which 3-Year Revolving the Borrowers may use the Commitments by borrowing, prepaying the Loans #90303017v26 may be repaid in whole or in part and reborrowed reborrowing, all in accordance with the provisions of this Agreementterms and conditions hereof. At no The Loans may from time shall to time be Eurodollar Loans or ABR Loans, as determined by the Total 3-Year Revolving Extensions of Credit exceed Borrowers and notified to the Total 3-Year Revolving CommitmentAdministrative Agent in accordance with Sections 2.2 and 2.6. (iia) Each Lender under From time to time during the 5-Year Revolving Facility severallyCommitment Period, and not jointly upon written notice by the Borrower Representative to the Administrative Agent, with the other prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders under (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the 5-Year Revolving Facility, agrees, upon the terms amount of their Commitment or Commitments by executing and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) delivering to the Borrower at Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any time and one or more New Lenders may from time to time during the Revolving Availability Commitment Period with respect agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the 5-Year Revolving Facility Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the 5-Year Revolving Facilityeffective date specified in each New Lender Supplement, the 5-Year Revolving New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of such Lendera Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, which 5-Year Revolving Loans may be repaid without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and reborrowed (y) the Administrative Agent, each increase in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of Credit exceed the Total 5-Year Revolving Commitment$10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) Each Borrowing each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register. (c) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a Revolving Loan under phase-in of the applicable Revolving Facility increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be made increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the applicable Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata in accordance with according to their respective Revolving Commitments; providedAggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, howeverto the maximum extent practicable, that through the failure netting of any Lender amounts payable between the Borrowers and the respective Lenders. (d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by the Lenders to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lendBorrower.

Revolving Commitments. (ia) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject conditions set forth herein, effective as of the Amendment Effective Date, all Revolving Commitments in effect immediately prior to the conditions herein set forth, to make revolving credit loans denominated in Dollars Amendment Effective Date (each a “3-Year Revolving Loan” and collectively, the “3-Year Existing Revolving LoansCommitments”) will be terminated pursuant to Section 2.08(b) of the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans #90303017v26 may be repaid and reborrowed in accordance with the provisions of this Credit Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender, which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure foregoing shall not affect (i) the LC Commitment of any Issuing Bank or (ii) the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.04 of the Credit Agreement, in each case as in effect immediately prior to the Amendment Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, simultaneously with the termination of the Revolving Commitments pursuant to clause (a) above, (i) each Lender that has executed and delivered to the Administrative Agent, on or prior to the Amendment Effective Date, a signature page to this Amendment as a “New Revolving Lender” shall become or continue to be, as applicable, a Revolving Lender and a Lender under the Credit Agreement and (ii) the “Revolving Commitment” of each New Revolving Lender (the “New Revolving Commitments”) will be the amount of the commitment set forth with respect to such New Revolving Lender on Annex I hereto. The New Revolving Commitments of the New Revolving Lenders are several and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make Revolving Loans. (c) For all purposes of the Senior Loan Documents, (i) the Revolving Commitment of each New Revolving Lender, and the Loans made by each New Revolving Lender pursuant to such Revolving Commitments, shall constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under the Credit Agreement and (ii) all Letters of Credit outstanding immediately prior to the Amendment Effective Date shall continue to be Letters of Credit issued pursuant to the Credit Agreement. (d) The termination of the Existing Revolving Commitments pursuant to Section 1.2(a) above, and the effectiveness of the New Revolving Commitments pursuant to Section 1.2(b) above, in each case on the Amendment Effective Date, are subject to the satisfaction of the following conditions: (i) After giving effect to such termination and effectiveness and the borrowing (if any) of Revolving Loans on the Amendment Effective Date, the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the New Revolving Lenders shall have received a certificate of a Financial Officer dated the Amendment Effective Date to such effect. (ii) The Collateral and Guarantee Requirement shall have been satisfied. (iii) The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, counsel to the Borrower and (ii) Mxxx Xxxxxxxxx, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the Lenders under the Credit Agreement, including the New Revolving Lenders, and dated the Amendment Effective Date, in substantially the forms delivered in connection with Refinancing Amendment No. 2, dated as of June 26, 2009, to the Credit Agreement, modified, however, to address the New Revolving Commitments, this Amendment and the Required Lender Amendment, and covering such other matters relating to the Loan Parties, the other Senior Loan Documents, the Senior Collateral and the transactions contemplated hereby to occur on the Amendment Effective Date as the Administrative Agent may reasonably request, and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (iv) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the good standing of the Borrower and the organization and existence of each Loan Party, the organizational documents of each Loan Party, the resolutions of each Loan Party that authorize the transactions contemplated hereby, the incumbency and authority of the Person or Persons executing and delivering the Amendment and the other documents contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying that the representations and warranties set forth in Section 2.1 hereof are true and correct as of the Amendment Effective Date. (vi) If any Revolving Loan Loans are to be made on the Amendment Effective Date, the Administrative Agent shall have received a borrowing request in a form acceptable to the Administrative Agent requesting that the New Revolving Lenders make the Revolving Loans to be made to the Borrower on the Amendment Effective Date. (vii) After giving effect to the borrowing (if any) of Revolving Loans on the Amendment Effective Date, the Borrowing Base Amount on the Amendment Effective Date shall be no less than the sum of (A) the aggregate principal amount of Loans outstanding on the Amendment Effective Date, (B) the LC Exposure on the Amendment Effective Date and (C) any Additional Senior Debt outstanding on the Amendment Effective Date. The Administrative Agent and the Borrowing Base Agent shall have received a completed Borrowing Base Certificate dated the Amendment Effective Date and signed by a Financial Officer. (viii) The conditions to effectiveness of this Amendment set forth in Section 1.3 hereof (other than paragraph (b) thereof) shall have been satisfied. (ix) Each Subsidiary Guarantor shall have entered into a Reaffirmation Agreement pursuant to which such Subsidiary Guarantor reaffirms its obligations under the applicable Revolving Facility shall not in itself relieve Senior Subsidiary Guarantee Agreement and the other Lenders under such Revolving Facility of their obligations Senior Collateral Documents, in form and substance reasonably satisfactory to lendthe Administrative Agent.

Revolving Commitments. (i) Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon Subject to the terms and subject to the conditions herein set forthhereof, each Lender holding a Initial Revolving Commitment severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectivelytogether, the “3-Year Initial Revolving Loans”) to the Borrower at any time Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Initial Revolving Availability Commitment Period with respect to the 3-Year Revolving Facility in an aggregate principal amount not to exceedat any one time outstanding the Dollar Equivalent of which, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding Revolving L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender, which 3-Year ’s Revolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans #90303017v26 in any Designated Foreign Currency and, to the extent applicable, the then outstanding Revolving L/C Obligations in respect of any Revolving Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(c)). During the Initial Revolving Commitment Period, the Borrowers may be repaid use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part, and reborrowed reborrowing, all in accordance with the provisions terms and conditions hereof; provided that the amount of this Agreement. At no time Revolving Loans funded on the Closing Date pursuant to Sections 5.17(iii)(a)(1), (iii)(a)(3) and (iii)(c) (in the case of Section 5.17(iii)(c), other than to the extent used for working capital) shall the Total 3-Year Revolving Extensions not exceed an aggregate amount of Credit exceed the Total 3-Year Revolving Commitment$50,000,000. (ii) Each Lender under Except as hereinafter provided, Revolving Loans shall, at the 5-Year option of the Parent Borrower, (w) in the case of Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans Loans denominated in Dollars Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (each a “5-Year Revolving Loan” and collectively, x) in the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year Revolving Facility, the 5-Year Revolving Commitment case of such Lender, which 5-Year Revolving Loans may denominated in Canadian Dollars, be repaid incurred and reborrowed maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans, (y) in accordance with the provisions case of this Agreement. At no time shall Revolving Loans denominated in Sterling, be incurred and maintained as XXXXX Loans and (z) in the Total 5-Year case of Revolving Extensions of Credit exceed the Total 5-Year Revolving CommitmentLoans denominated in any Designated Foreign Currency (other than Canadian Dollars or Sterling), be incurred and maintained as Eurocurrency Loans. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.