Common use of Revolving Commitments Clause in Contracts

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) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During the Revolving Commitment PeriodThe Company may, subject upon notice to the terms and conditions hereofAdministrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, (ii) from time to time permanently reduce the Letter of Credit Sublimit, the Purchaser agrees Swing Line Sublimit and/or the Foreign Borrower Sublimit, (iii) from time to make time permanently reduce the Aggregate Revolving 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 Company in Aggregate Revolving B Commitments to an aggregate amount up to but not exceeding less than the Purchaser's Outstanding Amount of Revolving CommitmentB Loans; provided thatthat (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 the making of any Revolving Loansconcurrent prepayments hereunder, (i) 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 A Outstandings and/or Total Revolving B Outstandings, as applicable, would exceed the ratio Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, (2) the Letter of Credit Sublimit if, after giving effect thereto, the amount Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Revolving Commitments 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 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire Administrative Agent 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 or prior to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partialspecified effective date) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountif such condition is not satisfied.

Revolving Commitments. During the Revolving Commitment Period, subject By written notice sent to the terms and conditions hereofAdministrative Agent, the Purchaser agrees Borrower may at any time and from time to make Revolving Loans to time after the Company in earlier of the Acquisition Funding Date and the Commitment Termination Date request (x) 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) 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 increase 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 (each such increase, a “Revolving Commitment Increase”) or (y) a new tranche of revolving commitments (the “Limited Condition Transaction Revolving Commitments”) to the fund a Limited Condition Transaction, in each case, by an aggregate amount equal to any integral multiple 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 Parent Credit Agreement)$5,000,000; provided further that in at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) no event Default shall have occurred and be continuing or shall result therefrom and (ii) the sum of, without duplication (A) the sum of (x) the aggregate principal total amount of all Commitments and Limited Condition Transaction Revolving Loans made during Commitments after giving effect to any calendar month such increase or effectiveness, plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate initial principal amount of Revolving all Term Loans (including the Tranche A Term Loans and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000. Amounts borrowed any Incremental Term Loans) (after giving effect to any incurrence pursuant to this Section 2.2(aclause (b) may be repaid below), and reborrowed during 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 Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless the Revolving Loans shall Commitments have been converted to Term Loans pursuant to Section 2.2(d)requested in connection with a Limited Condition Transaction, at the Borrower’s option, the Revolving Loans 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 all other amounts owed hereunder fees, the commitments and loans with respect to Limited Condition Transaction Revolving Commitments shall have the Revolving Loans and same terms as the Revolving Commitments shall be paid in full no later than and Revolving Loans, as the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountcase may be.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth herein, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans Loans”) to the Company Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount up at any one time outstanding which, when added to but not exceeding the Purchaser's such Revolving Commitment; provided that, after giving effect to the making Lender’s Revolving Percentage of any Revolving Loans, (i) in no event shall the aggregate L/C Obligations then 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans made during in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or 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 calendar month plus committee thereof)) and any one or more Lenders (yincluding 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 aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus increase and (Bii) the aggregate principal 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. (d) If, immediately prior to any increase pursuant to Section 2.03(b) above, there are any Revolving Extensions of Credit outstanding, the 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 and each New Lender with the other Revolving Lenders in the outstanding Revolving Extensions of Credit, including each tranche of the Revolving Loans. Any prepayment of Revolving Loans and the Parent Revolving Loan that is repaid during are Eurodollar Loans as a result of any such calendar month, exceed $3,000,000. Amounts borrowed pursuant to this Section 2.2(a) may adjustments or otherwise shall in any event be repaid and reborrowed during the Revolving 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 subject to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any provisions of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountSection 2.16.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereofset forth herein, effective as of the Purchaser agrees Amendment Effective Date, all Revolving Commitments in effect immediately prior to the Amendment Effective Date (the “Existing Revolving Commitments”) will be terminated pursuant to Section 2.08(b) of the Credit Agreement; provided, however, that the 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 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 Company in an aggregate amount up to but not exceeding Borrower on the Purchaser's Revolving Commitment; provided that, after Amendment Effective Date. (vii) After giving effect to the making of any Revolving Loans, borrowing (iif any) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed on the Revolving Commitments then in effect and (ii) in Amendment Effective Date, the Borrowing Base Amount on the Amendment Effective Date shall be 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 Parent Credit Agreement); provided further that in no event shall (A) less than the sum of (xA) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) outstanding on the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus Amendment Effective Date, (B) the aggregate principal amount of Revolving Loans LC Exposure on the Amendment Effective Date and (C) any Additional Senior Debt outstanding on the Amendment Effective Date. The Administrative Agent and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000. Amounts borrowed pursuant 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 2.2(a1.3 hereof (other than paragraph (b) may be repaid and reborrowed during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless the Revolving Loans thereof) shall have been converted to Term Loans satisfied. (ix) Each Subsidiary Guarantor shall have entered into a Reaffirmation Agreement pursuant to Section 2.2(d)which such Subsidiary Guarantor reaffirms its obligations under the Senior Subsidiary Guarantee Agreement and the other Senior Collateral Documents, the Revolving Loans in form and all other amounts owed hereunder with respect substance reasonably satisfactory to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountAdministrative Agent.

Revolving Commitments. (i) On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (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 be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date. (ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, the Purchaser each Lender severally agrees to make Revolving Loans Loans, which will be made in Dollars, to the Company Borrowers in an aggregate amount up to but not exceeding the Purchaser's such Lender’s Revolving Commitment; provided that, that after giving effect to the making of any Revolving Loans, (i) Loans in no event shall the aggregate outstanding principal amount Total Utilization of Revolving Loans Commitments 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. The Purchaser's Each Lender’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 Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountsuch date.

Revolving Commitments. During the Revolving Commitment Period, subject By written notice sent to the terms and conditions hereofAdministrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Purchaser agrees Borrower may at any time and from time to make Revolving Loans to time request an increase of the Company in aggregate amount of the Commitments by an aggregate amount up equal to but not exceeding the Purchaser's Revolving Commitmentany integral multiple of $5,000,000; provided thatthat (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 exceed $1,050,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. If one or more of the Lenders is not increasing its Commitment, 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 making 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 any Revolving Loansthe requested Increase Amount, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Commitments then Loans will be held by the Lenders, pro rata in effect and (ii) in no event shall accordance with the ratio Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the aggregate outstanding principal changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the Revolving Commitments 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 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 apply thereto under the Parent Credit terms of this Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans . All advances made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than made through the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountAdministrative Agent.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans Loans”) to the Company Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount up at any one time outstanding which, when added to but such Lender’s Revolving Percentage of the L/C Obligations then outstanding does not exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; . During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving 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 thatby 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 approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the 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 making use of any such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect and (ii) in no event the Borrower shall the ratio be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the aggregate outstanding principal amount date of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount of any increase in the Revolving Commitments (with such reborrowing to the amount consist of the Total Types of Revolving Commitments (without taking into accountLoans, for purposes with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of the foregoing calculations, any Revolving Loans Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.3(b2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. (c) and any Parent The Borrower shall repay all outstanding Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During (i) Each Lender under the 3-Year2024 Revolving Commitment PeriodFacility severally, and not jointly with the other Lenders under the 3-Year2024 Revolving Facility, agrees, upon the terms and subject to the terms conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year2024 Revolving Loan” and conditions hereofcollectively, the Purchaser agrees to make “3-Year2024 Revolving Loans Loans”) to the Company Borrower at any time and from time to time during the Revolving Availability Period with respect to the 3-Year2024 Revolving Facility 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) in no event shall the aggregate outstanding principal amount not to exceed, when added to such Lender’s LC Exposure under the 3-Year2024 Revolving Facility, the 3-Year2024 Revolving Commitment of such Lender, which 3-Year2024 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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-Year2024 Revolving Extensions of Credit exceed the Total 3-Year2024 Revolving Commitment. (ii) Each Lender under the 5-Year2023 Revolving Facility severally, and not jointly with the other Lenders under the 5-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-Year2023 Revolving Loan” and collectively, the “5-Year2023 Revolving Loans”) to the Borrower at any time and from time to time during the Revolving 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 Availability Period with respect to the 5-Year2023 Revolving Facility in an aggregate principal amount not to exceed, when added to such Lender’s LC Exposure under the 5-Year2023 Revolving Facility, the 5-Year2023 Revolving Commitment of such Lender, which 5-Year2023 Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year2023 Revolving Commitments Extensions of Credit exceed the Total 5-Year2023 Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be paid made from the applicable Lenders pro rata in full no later than accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Commitment Termination Date. Notwithstanding any Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amounttheir obligations to lend.

Revolving Commitments. During the Revolving Commitment PeriodThe Company may, subject upon notice to the terms and conditions hereofAdministrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, (ii) from time to time permanently reduce the Letter of Credit Sublimit, the Purchaser agrees Swing Line Sublimit and/or the Foreign Borrower Sublimit, (iii) from time to make time permanently reduce the Aggregate Revolving 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 Company date of termination or reduction, (B) any such partial reduction shall be in an aggregate amount up to but of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (C) the Company shall not exceeding terminate or reduce (x) (1) the Purchaser's Aggregate Revolving Commitment; provided thatA Commitments and/or Aggregate Revolving B Commitments, as applicable, if, after giving effect thereto and to the making of any Revolving Loansconcurrent prepayments hereunder, (i) 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 A Outstandings and/or Total Revolving B Outstandings, as applicable, would exceed the ratio Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, (2) the Letter of Credit Sublimit if, after giving effect thereto, the amount Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Revolving Commitments 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 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire Administrative Agent 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 or prior to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partialspecified effective date) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountif such condition is not satisfied.

Revolving Commitments. During Subject to the terms and conditions set forth herein, each Lender agrees (a) to make US Dollar Tranche Revolving Commitment PeriodLoans to the Borrower, denominated in US Dollars, from time to time during the Availability Period in amounts that will not at any time result in (i) such Lender’s US Dollar Tranche Revolving Exposure exceeding its US Dollar Tranche Revolving Commitment, (ii) the aggregate US Dollar Tranche Revolving 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 (b) to make Multicurrency Tranche Revolving Loans to the Borrower, denominated in US Dollars or Alternative Currencies, from time to time during the Availability Period in amounts that will not at any time result in (i) such Lender’s Multicurrency Tranche Revolving Exposure exceeding its Multicurrency Tranche Revolving Commitment, (ii) the aggregate Multicurrency Tranche Revolving Exposures exceeding the aggregate Multicurrency Tranche Revolving Commitments or (iii) the aggregate Revolving Exposures plus the aggregate Competitive Loan Exposures exceeding the aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, 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 thatBorrower may borrow, after giving effect to the making of any prepay and reborrow Revolving Loans, (i) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser agrees from time 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) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 time during the Revolving Commitment Period. The Purchaser's , (i) each Tranche 1 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 1 Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Tranche 1 Outstanding Revolving Credit exceeding such Lender’s Tranche 1 Revolving Commitment shall expire on 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’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 Termination DatePeriod (i) QVC may use the Tranche 1 Revolving Commitments by borrowing, prepaying the Tranche 1 Revolving Loans, in whole or in part, and 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 terms and conditions hereof. Unless The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) Each Revolving Loan under a Revolving Facility shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Loans Lenders thereunder ratably in accordance with their respective Revolving Commitments under such Revolving Facility. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall have been converted to Term Loans pursuant to Section 2.2(d), the not relieve any other Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and Lender of its obligations hereunder; provided that the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment Lenders are several and no Revolving Lender shall automatically 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 immediately 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 reduced by in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Commitments under the Tranche 1 Revolving Facility 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 at any time be more than a proportionate amounttotal of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. During the Revolving Commitment Period, subject Subject to and upon the terms and conditions hereofset forth in this Agreement, the Purchaser each Lender severally agrees to make revolving loans (collectively, the “Conventional Revolving Loans Loans”) to the Company in on any one or more Business Days on or after the date hereof and prior to the Revolving Credit Termination Date, up to an aggregate principal amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, after giving effect at any one time outstanding an amount equal to the making of any Revolving Loans, (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 of such Lender at such time, if any; provided that in no event shall the aggregate outstanding principal amount of Conventional Revolving Loans, Discretionary Revolving Loans, Alternate Currency Loans exceed the Revolving Commitments then (each calculated in effect its Dollar equivalent) and (ii) in no event shall the ratio of the aggregate outstanding principal LC Exposure ever exceed $2,250,000,000, as such amount may be increased or reduced pursuant to the terms of this Agreement. Each Conventional Revolving Borrowing shall be in an aggregate amount of the Revolving Loans not less than $2,000,000 and an integral multiple of $250,000. Subject 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in each Conventional Revolving Borrowing shall be made simultaneously from the amount Lenders according to their Borrowing Pro Rata Shares of the Parent Commitment principal amount requested for whatever reasoneach 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 the same Interest Period from each Lender. Within such limits and during such period, the amount of the Revolving Commitment shall automatically Company may borrow, repay and immediately be reduced by a proportionate amountreborrow under this Section 2.01(a).

Revolving Commitments. During The aggregate Revolving Commitments 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 Bank of America, N.A. hereby agrees to increase its Revolving Commitment by $7,666,666.66 (collectively, the “New Revolving Commitments”) to the amount set forth opposite its name on Schedule 2.01A attached to 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 Commitment PeriodLenders shall assign to each of the Increasing Lenders, subject to and each of the terms and conditions hereofIncreasing Lenders shall purchase from each of the Revolving Lenders, at the Purchaser agrees to make principal amount thereof (together with accrued interest), such interests in the Revolving Loans to outstanding on the Company Amendment Effective Date as shall be necessary in an aggregate amount up to but not exceeding the Purchaser's Revolving Commitment; provided order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the making 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 any the Increasing Lenders, and each such Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving LoansLender’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 no event shall the aggregate outstanding principal amount Letters of Revolving Loans exceed the Revolving Commitments then in effect Credit and (ii) participations in no event shall the ratio of the aggregate outstanding principal amount of Swingline Loans will be held by the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount of the Lenders ratably in accordance with their 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000. Amounts borrowed pursuant set forth on Schedule 2.01A attached to this Section 2.2(aAmendment, (c) may be repaid and reborrowed during the Revolving Commitment Period. The Purchaser's each New Revolving Commitment shall expire on the be deemed for all purposes a Revolving Commitment Termination Date. Unless the and an Extended Revolving Loans Commitment and each loan made thereunder shall have been converted to Term Loans pursuant to Section 2.2(d)be deemed, the for all purposes, a Revolving Loans Loan and all other amounts owed hereunder an Extended Loan and (d) each Increasing Lender shall become a Revolving Lender with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the New Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountall matters relating thereto.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans Loans”) to the Company Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount up at any one time outstanding which, when added to but such Lender’s other Revolving Extensions of Credit then outstanding, does not exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; provided that after giving effect to the making and the use of proceeds thereof, 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 in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, solely in the case of Revolving Loans denominated in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Local Fronting Lender severally agrees to make loans (and, to the extent provided in Section 2.31, to create Acceptances) under the aggregate Revolving Commitments, in Dollars or in the Permitted Foreign Currency set forth on Schedule 2.4(b), to the Borrower or to the Local Borrowing Subsidiary for such Permitted Foreign Currency from time to time during the Revolving Commitment Period (individually, a “Local Loan”, and collectively, the “Local Loans”); provided, however, that, after giving effect to the making and the use of any Revolving Loansproceeds thereof, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans the Local Outstandings of such Local Fronting Lender shall not exceed the Revolving Commitments amount equal to its Currency Sublimit then in effect and (ii) in no event shall the ratio of the aggregate outstanding principal amount Revolving Extensions of Credit shall not exceed the Revolving 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 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 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 be made pursuant to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during by such calendar month minus (B) the aggregate principal amount of Revolving Loans 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) Local Fronting Lender may be repaid and reborrowed during 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 jurisdiction outside the United States shall pay or be obligated under any Loan Document to 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 Purchaser's Borrower shall repay all outstanding Revolving Commitment shall expire Loans, Local Loans and Swingline Loans 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 Date with respect to the applicable Tranche of Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountcommitments.

Revolving Commitments. During Each Revolving Lender severally and not jointly agrees, during the Revolving Commitment Availability Period, subject to (1) on the terms and conditions hereof, the Purchaser agrees hereinafter set forth to make Revolving Loans Advances denominated in Dollars or Alternative Currencies to any Borrower from time to time and (2) in the Company event that any Revolving Lender (other than an Initial Lender) shall have become a Non-Funding Lender, to make Supplemental Advances (each, collectively with any supplemental advances made pursuant to Section 2.01(b) below, a “Supplemental Advance”) denominated in Dollars or Alternative Currencies, as applicable, on the 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 amount up to but that would not exceeding the Purchaser's Revolving Commitment; provided that, result (after giving effect to the making any application of any Revolving Loans, proceeds from such Advances pursuant to Section 2.03(a)) in (i) in no event shall the aggregate outstanding principal amount Dollar Equivalent of such Lender’s Revolving Loans exceed the Credit Exposure exceeding such Lender’s Revolving Commitments then in effect and Commitment, (ii) in no event shall the ratio Dollar Equivalent of the aggregate outstanding principal amount Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments and (iii) the Dollar Equivalent of the Aggregate Revolving Loans Credit Exposure denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Additionally, prior to the Total Revolving Outstandings exceed Closing Date, no extensions of credit may be made under the ratio Closing Date Revolver Portion. Each Borrowing shall be in an aggregate amount equal to the Applicable Minimum Amount and shall consist of Advances of the amount same Type and currency made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of the Revolving Commitments to the amount of the Total Revolving Commitments (without taking into accounteach Lender’s Commitment, for purposes of the foregoing calculationseach Borrower may borrow under this Section 2.01(a), any Revolving Loans made prepay Advances pursuant to Section 2.3(b) 2.12 and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest reborrow under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period2.01(a). 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 Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Revolving Loans and Lender shall make any Revolving Advance to New HoldCo prior to the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Closing Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Tranche A Revolving Loans to Xxxxx from time to time during the Revolving Commitment Period, Availability Period in an aggregate principal amount that will not result in such Lender's Tranche A Revolving Exposure exceeding such Lender's Tranche A Revolving Commitment. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, Xxxxx may borrow, prepay and reborrow Tranche A Revolving Loans. (b) Subject to the Purchaser terms and conditions set forth herein, each Lender agrees to make Tranche B Revolving Loans to M-I LLC from time to time during the Company Revolving Availability Period in an aggregate principal amount up to but that will not result in such Lender's Tranche B Revolving Exposure exceeding the Purchasersuch Lender's Tranche B Revolving Commitment; provided that, after giving effect . Within the foregoing limits and subject to the making terms and conditions set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loans. (c) The Borrowers, Administrative Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Notes or any Revolving Loans, (i) in no event shall Loan and that neither 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, Notes nor 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid governed by Chapter 346 or subject to its provisions in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountmanner whatsoever.

Revolving Commitments. During The Borrower shall have the right, exercisable up to four (4) 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 such increase in the Revolving Commitments 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, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving 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 be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, 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 Periodor provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the terms provisions of Section 13.5(b). If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and conditions hereof, as a condition thereto) purchase from the Purchaser agrees to make other Revolving Loans Lenders its Revolving Commitment Percentage (determined with respect to the Company in an aggregate amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, Lenders’ respective Revolving Commitments and after giving effect to the making 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 amount equal to (iA) in no event shall the aggregate portion of the outstanding principal amount of such Revolving Loans exceed to 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 then 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 effect any Loan Document to which 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 Commitments, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the 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) to the extent requested by the applicable Lender, a new Revolving 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 no event shall the ratio amount of such Revolving Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in the aggregate outstanding principal amount of the Revolving Loans to Commitments. In connection with any increase in the Total Revolving Outstandings exceed the ratio of the aggregate 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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(d2.15(a), any Revolving Lender becoming a party hereto shall (1) execute such documents and agreements as the Revolving Loans Administrative Agent may reasonably request and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial2) in the amount case of any Lender that is organized under the laws of a jurisdiction outside of the Parent Commitment United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other information as shall be necessary for whatever reasonthe Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountPatriot Act.

Revolving Commitments. During (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Tranche A Revolving Loans to Smith from time to time during the Revolving Commitment Period, Availability Period in ax xxxregate principal amount that will not result in such Lender's Tranche A Revolving Exposure exceeding such Lender's Tranche A Revolving Commitment. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, Smith may borrow, prepay and reborrow Tranche A Revolving Loans. (b) Subject to the Purchaser terms and conditions set forth herein, each Lender agrees to make Tranche B Revolving Loans to M-I LLC from time to time during the Company Revolving Availability Period in an aggregate principal amount up to but that will not result in such Lender's Tranche B Revolving Exposure exceeding the Purchasersuch Lender's Tranche B Revolving Commitment; provided that, after giving effect . Within the foregoing limits and subject to the making terms and conditions set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loans. (c) The Borrowers, Administrative Agent and the Lenders agree pursuant to Chapter 346 ("Chapter 346") of the Texas Finance Code, that Chapter 346 (which relates to open-end line of credit revolving loan accounts) shall not apply to this Agreement, the Notes or any Revolving Loans, (i) in no event shall Loan and that neither 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, Notes nor 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid governed by Chapter 346 or subject to its provisions in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountmanner whatsoever.

Revolving Commitments. i. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Purchaser agrees 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 Company 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 Purchaser's case may be, provided that if any Class A Revolving Commitment; 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 making Total Utilization of any Class A Revolving Loans, Maximum Amount exceeds the Class A Borrowing Base; (ib) 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 Class A Revolving Loans to funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Conduit Maximum Amount (in the Total case of a Class A Revolving Outstandings exceed Conduit Lender) or Class A Revolving Committed Maximum Amount (in the ratio case of the amount of the a Class A Revolving Commitments to the amount of the Total Revolving Commitments (without taking into accountCommitted Lender), and, for purposes the avoidance of doubt, the foregoing calculations, any Class A 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 Parent Credit Agreement); provided further that in no event Maximum Amount shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire zero on the Revolving Commitment Termination Date. ii. Unless During the Revolving Loans shall have been converted Commitment Period, subject to Term Loans the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 2.2(d3.2(a)(i), the each Class B Revolving Lender shall make Class B Revolving Loans and all other amounts owed hereunder with respect to the Borrower in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Loans and Commitment, provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.Loan:

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each US Dollar Revolving Lender severally agrees to make Revolving Loans revolving credit loans to the Company Parent Borrower and to the Subsidiary Borrower in US Dollars ("US Dollar Revolving Loans") from time to time during the Revolving Commitment Period in an aggregate principal amount up at any one time outstanding which, when added to but not exceeding the Purchasersuch US Dollar Lender's Revolving Commitment; provided thatPercentage of the sum of the L/C Obligations then outstanding, does not exceed the amount of such Lender's US Dollar Revolving Commitment (the "Revolving Loans"). Notwithstanding the above, 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 making use of any proceeds thereof as directed by the Parent Borrower or the Subsidiary Borrower, as the case may be, the Total Revolving Loans, Extensions of Credit would exceed the lesser of (i) 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 or (without taking into account, for purposes ii) the Borrowing Base as of the foregoing calculations, any Revolving Loans made date of the most recent Borrowing Base Certificate furnished to the Administrative Agent pursuant to Section 2.3(b5.1(m) and any Parent or Section 6.2(f) hereof. During the Revolving Commitment Period, the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans made for purposes of capitalizing accrued in whole or in part, and unpaid interest under reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or Alternate Base Rate Loans, as determined by the Parent Credit Agreement); provided further that Borrower or the Subsidiary Borrower, as the case may be, and notified to the Administrative Agent in no event accordance with Sections 2.5 and 2.10. (b) The Borrowers shall repay all outstanding Revolving Loans on the Revolving 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 maturity date of such subordinated debt. (Ac) the sum of (x) the Up to an aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount 40,000,000 of the Revolving Commitment shall automatically and immediately Facility will be reduced available for borrowings by a proportionate amountthe Subsidiary Borrower.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each U.S.$ Revolving Lender severally agrees to make revolving credit loans in U.S. Dollars ("U.S.$ Revolving Loans Loans") to Dura from time to time during the Company Revolving Commitment Period in an aggregate principal amount up or at any one time outstanding which, when added to but not exceeding the Purchasersuch Lender's Revolving Percentage of the sum 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 amount of such Lender's U.S.$ Revolving Commitment; provided that. During the Revolving Commitment Period the Dura may use the U.S.$ Revolving Commitments by borrowing, prepaying the U.S.$ Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The U.S.$ Revolving Loans may from time to time be of any available Type for U.S. Dollars, as determined by Dura and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12. (b) Subject to the terms and conditions hereof, each Pounds Sterling Lender severally agrees to make revolving credit loans in Pounds Sterling ("Pounds Sterling Revolving Loans") to the Pounds Sterling Revolving Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the aggregate principal amount of all Pounds Sterling Revolving Loans then outstanding, does not exceed the Total Pounds Sterling Revolving Commitments. During the Revolving Commitment Period the Pounds Sterling Revolving Borrower may use the Pounds Sterling Revolving Commitments by borrowing, prepaying the Pounds Sterling Revolving Loans in whole or in part, and 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 to the contrary, the Borrowers shall not be entitled to request any Revolving Loan, Swingline Loan or Letter of Credit, and the 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 any Revolving Loanssuch Loan or the issuance of such Letter of Credit, (i) in no event shall the aggregate Revolving Extensions of Credit would exceed the Total U.S.$ Revolving Commitments. (e) The Borrowers shall repay all 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make Revolving Loans to the Company Borrower from time to time during the Revolving Commitment Period, revolving credit loans (“Revolving Loans”), 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) in no event shall the aggregate outstanding principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (xi) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying and reborrowing the Revolving Loans made during any calendar month plus (y) in whole or in part, all in accordance with the aggregate principal amount of loans made under terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Parent Credit Agreement during such calendar month minus (B) Borrower and notified to the aggregate principal amount 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 Parent Closing Date. (b) All Revolving Loan Loans shall be denominated in Dollars; 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 is repaid during such calendar monthfor the period from the Closing Date until the Administrative Agent so advises to the contrary, exceed $3,000,000. Amounts borrowed pursuant no Loans shall be requested and provided in Mexican Pesos; (c) The Borrower agrees to this Section 2.2(arepay all outstanding Revolving Loans in Dollars (with respect to Dollar Loans) may be repaid and reborrowed during or in the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire applicable Alternate Currency (with respect to Alternate Currency Loans), in any case 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. (i) On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (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 be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date. (ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, the Purchaser each Lender severally agrees to make Revolving Loans Loans, which will be made in Dollars, to the Company Borrowers in an aggregate amount up to but not exceeding the Purchaser's such Lender’s Revolving Commitment; provided that, that after giving effect to the making of any Revolving Loans, (i) Loans in no event shall the aggregate outstanding principal amount Total Utilization of Revolving Loans Commitments 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. The Purchaser's Each Lender’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 Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Datesuch date. Notwithstanding any of the foregoing, upon any reduction -43- CREDIT AGREEMENT (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.PATTERN REVOLVER)

Revolving Commitments. During (i) Each Lender under the 3-Year Revolving Commitment PeriodFacility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the terms conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and conditions hereofcollectively, the Purchaser agrees to make “3-Year Revolving Loans Loans”) to the Company 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 amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, after giving effect to the making of any Revolving Loans, (i) in no event shall the aggregate outstanding 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 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 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 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 Commitments Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be paid made from the applicable Lenders pro rata in full no later than accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Commitment Termination Date. Notwithstanding any Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amounttheir obligations to lend.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans Loans”) to the Company Revolving Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Revolving Commitment Period in an aggregate principal amount up which, when added to but not exceeding such Lender’s Revolving Percentage of the Purchaser's Revolving Commitment; provided that, after giving effect to the making sum of any Revolving Loans, (i) in no event shall the aggregate outstanding principal amount Outstanding Amount of Revolving Loans exceed the Revolving Commitments then in effect L/C Obligations at such time and (ii) in no event shall the ratio aggregate Outstanding Amount of the aggregate outstanding principal Swingline Loans at such time, does not exceed the amount of such Xxxxxx’s Revolving Commitment. During the Revolving Commitment Period the Revolving Borrowers may use the Revolving Commitments by borrowing, repaying or prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans (other than Revolving Loans denominated in Dollars or Sterling) may from time to time be Eurocurrency Loans or, with respect to Revolving Loans denominated in Dollars, Term SOFR Loans or ABR Loans, as determined by the applicable Revolving Borrower and notified to the Total Administrative Agent in accordance with Sections 2.5 and 2.12. Revolving Outstandings exceed the ratio of the amount of Loans denominated in Sterling shall be Sterling Daily Rate Loans. (b) The Revolving Borrowers shall repay all outstanding Revolving Loans on the Revolving Commitments to the amount of the Total Revolving Commitments (without taking into accountTermination Date, 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 together with accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless Loans, to but excluding 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any date of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountpayment.

Revolving Commitments. During the Revolving Commitment Period, subject Subject to the terms and conditions hereof, the Purchaser each Lender severally agrees to make Revolving Loans to the Company Borrowers from time to time during the Commitment Period in an aggregate principal amount up at any one time outstanding, when added to but such Xxxxxx’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceeding exceed the Purchaser's Revolving amount of such Xxxxxx’s Commitment; . During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the 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 (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 amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all 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, 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 (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (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 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 phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any 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 Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the making of any Revolving Loanspreceding sentence shall be effected, (i) 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 maximum extent practicable, through the ratio netting of amounts payable between the amount of Borrowers and the Revolving Commitments to respective Lenders. (d) On the amount of the Total Revolving Commitments (without taking into accountTermination Date, for purposes of the foregoing calculations, any Revolving each Borrower shall repay all then outstanding Loans made pursuant by the Lenders to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountBorrower.

Revolving Commitments. During Subject to the terms and conditions set forth herein, (a) each Facility A Lender agrees to make Revolving Loans (the “Facility A Revolving Loans”) from time to time during the Availability Period to the US Borrowers in Dollars and (b) each Facility B Lender agrees to make Revolving Loans (the “Facility B Revolving Loans”) from time to time during the Availability Period to the 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 Lender’s Facility A Commitment or Facility B Commitment, respectively; (ii) the total Revolving Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Revolving Commitment PeriodCommitments and (y) the Aggregate Borrowing Base; (iii) 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 (x) the aggregate amount of the Facility B Commitments and (y) the Aggregate Borrowing Base minus the Facility A Credit Exposure; subject, in the case of each of clause (ii), (iii) and (iv) above, to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, 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 thateach Borrower may borrow, after giving effect to the making of any prepay and reborrow its Revolving Loans, (i) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During Subject to the terms and conditions set forth herein, each (i) US Revolving Lender severally agrees to make revolving credit loans (“US Revolving Loans”) denominated in Dollars to the Company from time to time during the Revolver Availability Period in an aggregate principal amount at one time outstanding which, when added to such Xxxxxx’s US Revolving Percentage of the L/C Obligations then outstanding, does not exceed such Xxxxxx’s US Revolving Commitment Periodand (ii) each Multicurrency Revolving Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans” and together with the US Revolving Loans, “Revolving Loans”) denominated in a Multicurrency to the Company and the Foreign Subsidiary Borrowers, from time to time during the Revolver Availability Period 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 exceed such Lender’s Multicurrency Revolving Commitment. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, a Borrower may borrow, prepay and reborrow Revolving Loans. The Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Purchaser agrees Company and notified to make the Administrative Agent in accordance with Section 2.05. The Multicurrency Revolving Loans to the Company denominated 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) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Multicurrency other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments than Dollars shall be paid Eurocurrency Loans in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountaccordance with Section 2.05.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each US Revolving Lender severally agrees to make Revolving Loans in Dollars (the “US Revolving Loans”) to each Borrower from time to time during the Company Revolving Commitment Period in an aggregate principal amount up to but not exceeding the Purchaser's Revolving Commitment; provided at any one time outstanding such that, after giving effect to the making such borrowing, such US Revolving Lender’s US Revolving Extensions of any Revolving Loans, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans Credit do not 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 such US Revolving Lender’s US Revolving Commitment. During the Revolving Commitment Period, each Borrower may use the US Revolving Commitments by borrowing, prepaying the US Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) Subject to the amount of the Total terms and conditions hereof, each Euro Revolving Commitments (without taking into account, for purposes of the foregoing calculations, any Lender severally agrees to make Revolving Loans made pursuant in Euros (the “Euro Revolving Loans”) to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000. Amounts borrowed pursuant HCLP from time to this Section 2.2(a) may be repaid and reborrowed time during the Revolving Commitment PeriodPeriod in an aggregate principal amount at any one time outstanding such that, after giving effect to such borrowing, such Euro Revolving Lender’s Euro Revolving Extensions of Credit do not exceed the amount of such Euro Revolving Lender’s Euro Revolving Commitment. The Purchaser's Revolving Commitment shall expire on During the Revolving Commitment Termination DatePeriod, HCLP 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. (c) The US Revolving Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 3.5. Unless the The Euro 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountEurocurrency Loans.

Revolving Commitments. (i) During the Revolving Commitment Period, subject to the terms and conditions hereof, the Purchaser including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class A Revolving Lender severally agrees to make Class A Revolving Loans to Company from time to time 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 of the Class A Revolving Loans shall exceed the aggregate Class A Revolving Commitments. (ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class B Revolving Lender shall make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding the Purchaser's such Lender’s Class B Revolving Commitment; provided provided, that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the making Total Utilization of any Revolving Loans, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Class B Revolving Commitments then in effect and exceeds the Class B Borrowing Base; or (iib) in no event shall the ratio of the aggregate outstanding principal amount of the Class B Revolving Loans to the Total funded by such Class B Revolving Outstandings Lender hereunder shall exceed the ratio of the amount of the its Class B 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountCommitment.

Revolving Commitments. During the Revolving Commitment Period, subject By written notice sent to the terms and conditions hereofAdministrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Purchaser agrees Borrower may at any time and from time to make Revolving Loans to time request an increase of the Company in aggregate amount of the Commitments by an aggregate amount up equal to but not exceeding the Purchaser's Revolving Commitmentany integral multiple of $5,000,000; provided thatthat (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 exceed $1,000,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. If one or more of the Lenders is not increasing its Commitment, 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 making 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 any Revolving Loansthe requested Increase Amount, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Commitments then Loans will be held by the Lenders, pro rata in effect and (ii) in no event shall accordance with the ratio Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the aggregate outstanding principal changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the Revolving Commitments 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 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 apply thereto under the Parent Credit terms of this Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans . All advances made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than made through the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountAdministrative Agent.

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, Administrative Agent shall have received (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect commitments from banks 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 financial institutions with respect to the Revolving Facility to be established on the Restatement Closing Date in an aggregate amount equal to $200,000,000 and (ii) as applicable, a fully executed Lender Addendum with respect to such 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 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 the outstanding Revolving Loans and the 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 paid deemed to constitute an authorization by such Continuing Lender directing Administrative Agent to execute this Agreement. Each Continuing Lender, having delivered its Lender Consent and Conversion Notice, and each new Lender, having delivered its Lender Addendum, and in full no later than each case having funded a Loan on the Revolving Commitment Termination Restatement Closing Date. Notwithstanding , acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any of Agent, Requisite Lenders or Lenders, as applicable on the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountRestatement Closing Date.

Revolving Commitments. During Subject to the terms and conditions set forth herein, (a) each Facility A Lender agrees to make Revolving Loans (the “Facility A Revolving Loans”) from time to time during the Availability Period to the US Borrowers in Dollars and (b) each Facility B Lender agrees to make Revolving Loans (the “Facility B Revolving Loans”) from time to time during the Availability Period to the 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 Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Revolving Commitment PeriodCommitments and (y) the Aggregate Borrowing Base; (iii) 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 (x) the aggregate amount of the Facility B Commitments and (y) the Aggregate Borrowing Base minus the Facility A Credit Exposure; subject, in the case of each of clause (ii), (iii) and (iv) above, to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, 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 thateach Borrower may borrow, after giving effect to the making of any prepay and reborrow its Revolving Loans, (i) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans Loans”) to the Company Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount up at any one time outstanding which, when added to but such Lender’s Revolving Percentage of the L/C Obligations then outstanding does not exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; . During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving 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 thatby 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 approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the 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 making use of any such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect and (ii) in no event the Borrower shall the ratio be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the aggregate outstanding principal amount date of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount of any increase in the Revolving Commitments (with such reborrowing to the amount consist of the Total Types of Revolving Commitments (without taking into accountLoans, for purposes with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of the foregoing calculations, any Revolving Loans Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.3(b2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be required to provide any Revolving Commitment Increase and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for any Revolving Commitment Increase. (c) and any Parent The Borrower shall repay all outstanding Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During From the Third RestatementSecond Amendment Effective Date to the Revolving Commitment PeriodFacility Termination Date, subject to (a) each Lender severally agrees, on the terms and conditions hereofset forth in this Agreement, the Purchaser agrees to make 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 an aggregate amount up this Agreement, to but 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 Agreed Currencies for the account of any Borrower from time to time (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 Credit Exposure shall not exceeding at any time exceed the Purchaser's Aggregate Revolving Commitment; provided that, after giving effect to (ii) the making Outstanding Revolving Credit Exposure of any Lender shall not at any time exceed such Lender’s Revolving Commitment and (iii) the aggregate Dollar Amount of all outstanding Multicurrency Revolving Loans, (i) LC Exposure not denominated in no event Dollars and Swingline Exposure not denominated in Dollars shall not at any time exceed $100,000,000. Subject to the aggregate outstanding principal amount terms of Revolving Loans exceed this Agreement, the Borrowers may borrow, repay and reborrow at any time prior to 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 Facility Termination Date. 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Facility 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, the Purchaser each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans (together, the “Tranche B-1 Revolving Loans Loans”) to the Company 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 Commitment Period in an aggregate principal amount up at any one time outstanding the Dollar Equivalent of which, when added to but such Lender’s 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 exceeding exceed the Purchaser's amount of such Xxxxxx’s Revolving Commitment; provided that, Commitment then in effect (after giving effect to the making 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 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 use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (ii) Except as hereinafter provided, Revolving Loans shall, at the option of the Parent Borrower, (x) in the case of Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (iy) in no event shall the aggregate outstanding principal amount case of Revolving Loans exceed the Revolving Commitments then denominated in effect Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (iiz) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount case of Revolving Loans made during denominated in any calendar month plus Designated Foreign Currency (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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(dother than Canadian Dollars), the Revolving Loans be incurred and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountmaintained as Eurocurrency Loans.

Revolving Commitments. During the Revolving Commitment Period, subject By written notice sent to the terms and conditions hereofAdministrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Purchaser agrees Borrower may at any time and from time to make Revolving Loans to time request an increase of the Company in aggregate amount of the Commitments by an aggregate amount up equal to but not exceeding the Purchaser's Revolving Commitmentany integral multiple of $5,000,000; provided thatthat (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 exceed $800,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. If one or more of the Lenders is not increasing its Commitment, 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 making of any Revolving Loansrequested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (iif any) shall execute and deliver an Increased Commitment Supplement (herein so called) in no event the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of the aggregate outstanding principal amount of requested Increase Amount, the Revolving Loans exceed will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Commitments then Loans will be held by the Lenders, pro rata in effect and (ii) in no event shall accordance with the ratio Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the aggregate outstanding principal changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the Revolving Commitments 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 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 apply thereto under the Parent Credit terms of this Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans . All advances made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than made through the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountAdministrative Agent.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans Loans”) to the Company Revolving Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Revolving Commitment Period in an aggregate principal amount up which, when added to but not exceeding such Lender’s Revolving Percentage of the Purchaser's Revolving Commitment; provided that, after giving effect to the making sum of any Revolving Loans, (i) in no event shall the aggregate outstanding principal amount Outstanding Amount of Revolving Loans exceed the Revolving Commitments then in effect L/C Obligations at such time and (ii) in no event shall the ratio aggregate Outstanding Amount of the aggregate outstanding principal Swingline Loans at such time, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period the Revolving Borrowers may use the Revolving Commitments by borrowing, repaying or prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans (other than Revolving Loans denominated in Dollars or Sterling) may from time to time be Eurocurrency Loans or, with respect to Revolving Loans denominated in Dollars, Term SOFR Loans or ABR Loans, as determined by the applicable Revolving Borrower and notified to the Total Administrative Agent in accordance with Sections 2.5 and 2.12. Revolving Outstandings exceed the ratio of the amount of Loans denominated in Sterling shall be Sterling Daily Rate Loans. (b) The Revolving Borrowers shall repay all outstanding Revolving Loans on the Revolving Commitments to the amount of the Total Revolving Commitments (without taking into accountTermination Date, 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 together with accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless Loans, to but excluding 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any date of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountpayment.

Revolving Commitments. During the Revolving Commitment Period, subject (a) Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans Loans”) to the Company Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount up at any one time outstanding which, when added to but such Lender’s Revolving Percentage of the L/C Obligations then outstanding does not exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; . During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. (b) The Borrower may from time to time elect to increase the Revolving 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 thatby 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 approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the 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 making use of any such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, (i) in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect and (ii) in no event the Borrower shall the ratio be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the aggregate outstanding principal amount date of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount of any increase in the Revolving Commitments (with such reborrowing to the amount consist of the Total Types of Revolving Commitments (without taking into accountLoans, for purposes with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of the foregoing calculations, any Revolving Loans Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.3(b2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. (c) and any Parent The Borrower shall repay all outstanding Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amount.

Revolving Commitments. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, the Purchaser each Lender holding a Initial Revolving Commitment severally agrees to make revolving credit loans (together, the “Initial Revolving Loans Loans”) to the Company 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 Commitment Period in an aggregate principal amount up at any one time outstanding the Dollar Equivalent of which, when added to but such Lender’s 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 exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; provided that, Commitment then in effect (after giving effect to the making 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 then outstanding Revolving L/C Obligations in respect of any Revolving LoansLetters 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, (i) the Borrowers may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in no event shall whole or in part, and reborrowing, all in accordance with the aggregate outstanding principal terms and conditions hereof; provided that the amount of 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 not exceed the Revolving Commitments then in effect and an aggregate amount of $50,000,000. (ii) in no event shall Except as hereinafter provided, Revolving Loans shall, at the ratio option of the aggregate outstanding principal amount Parent Borrower, (w) in the case 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 accountdenominated in Dollars, for purposes of the foregoing calculationsbe incurred and maintained as, any Revolving and/or converted into, ABR Loans made pursuant to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of or EurocurrencyTerm SOFR Loans, (x) in the aggregate principal amount case of Revolving Loans made during any calendar month plus denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans, (y) in the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount case of Revolving Loans denominated in Sterling, be incurred 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 during the Revolving 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 maintained as SXXXX Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partialz) in the amount case of the Parent Commitment for whatever reasonRevolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars or Sterling), the amount of the Revolving Commitment shall automatically be incurred and immediately be reduced by a proportionate amountmaintained as Eurocurrency Loans.

Revolving Commitments. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, the Purchaser each Lender holding a Initial Revolving Commitment severally agrees to make revolving credit loans (together, the “Initial Revolving Loans Loans”) to the Company 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 Commitment Period in an aggregate principal amount up at any one time outstanding the Dollar Equivalent of which, when added to but such Lender’s 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 exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; provided that, Commitment then in effect (after giving effect to the making 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 then outstanding Revolving L/C Obligations in respect of any Revolving LoansLetters 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, (i) the Borrowers may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in no event shall whole or in part, and reborrowing, all in accordance with the aggregate outstanding principal terms and conditions hereof; provided that the amount of 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 not exceed the Revolving Commitments then in effect and an aggregate amount of $50,000,000. (ii) in no event shall Except as hereinafter provided, Revolving Loans shall, at the ratio option of the aggregate outstanding principal amount Parent Borrower, (w) in the case 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 accountdenominated in Dollars, for purposes of the foregoing calculationsbe incurred and maintained as, any Revolving and/or converted into, ABR Loans made pursuant to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of or Eurocurrency Loans, (x) in the aggregate principal amount case of Revolving Loans made during any calendar month plus denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans, (y) in the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount case of Revolving Loans denominated in Sterling, be incurred 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 during the Revolving 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 maintained as XXXXX Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partialz) in the amount case of the Parent Commitment for whatever reasonRevolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars or Sterling), the amount of the Revolving Commitment shall automatically be incurred and immediately be reduced by a proportionate amountmaintained as Eurocurrency Loans.

Revolving Commitments. During the Revolving Commitment Period, subject Subject to the terms and conditions hereof, the Purchaser each Lender severally agrees to make Revolving Loans to the Company Borrowers from time to time during the Commitment Period in an aggregate principal amount up at any one time outstanding, when added to but such Lender’s Commitment Percentage of the L/C Obligations then outstanding, which does not exceeding exceed the Purchaser's Revolving amount of such Lender’s Commitment; . During the Commitment Period, the Borrowers may use the Commitments by borrowing, prepaying the Loans in whole or in part and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the 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 (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 amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all 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, 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 (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (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 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 phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any 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 Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the making of any Revolving Loanspreceding sentence shall be effected, (i) 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 maximum extent practicable, through the ratio netting of amounts payable between the amount of Borrowers and the Revolving Commitments to respective Lenders. (d) On the amount of the Total Revolving Commitments (without taking into accountTermination Date, for purposes of the foregoing calculations, any Revolving each Borrower shall repay all then outstanding Loans made pursuant by the Lenders to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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 Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountBorrower.

Revolving Commitments. During (i) Each Lender under the 3-Year Revolving Commitment PeriodFacility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the terms conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and conditions hereofcollectively, the Purchaser agrees to make “3-Year Revolving Loans Loans”) to the Company 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 amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, after giving effect to the making of any Revolving Loans, (i) in no event shall the aggregate outstanding 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 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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) #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 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 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 Commitments Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be paid made from the applicable Lenders pro rata in full no later than accordance with their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Commitment Termination Date. Notwithstanding any Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amounttheir obligations to lend.

Revolving Commitments. During the Revolving Commitment Period, subject Subject to the terms and conditions hereof, the Purchaser each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loans Loan” and, collectively, the “Revolving Loans”) to the Company Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount up with respect to but not exceeding the Purchaser's all such Revolving Commitment; provided thatLoans at any one time outstanding which, after giving effect when added to the making aggregate principal amount of any then outstanding Revolving Loans, (i) in no event shall the aggregate outstanding principal 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 exceed the Revolving Commitments then in effect and (ii) in no event shall the ratio Loans, incurred on behalf of the aggregate outstanding principal amount of the Revolving Loans Borrower and owing to the Total Revolving Outstandings such Lender, sf-3193689 does not exceed the ratio of the amount of the such Lender’s Revolving Commitments to Commitment. In addition, the amount of the Total Revolving Commitments (without taking into account, for purposes Extensions of the foregoing calculations, Credit outstanding after giving effect to 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount requested borrowing of Revolving Loans made during any calendar month plus shall not exceed the Available Revolving Commitment then in effect. During the Revolving Commitment Period the Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. Notwithstanding anything to the contrary contained herein, (yi) upon the aggregate principal amount occurrence of loans made under a Liquidity Event, at the Parent Credit Agreement during such calendar month minus (B) option of the aggregate principal amount of Required Lenders, all Revolving Loans that are Eurodollar Loans will immediately be deemed to be converted into ABR Loans and the Parent 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 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 during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless the Revolving Loans shall have been borrowed as, converted to Term Loans pursuant to Section 2.2(d), the Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by continued as a proportionate amountEurodollar Loan.

Revolving Commitments. During the Revolving Commitment Period, subject (i) Subject to the terms and conditions hereof, the Purchaser each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans (together, the “Tranche B-1 Revolving Loans Loans”) to the Company 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 Commitment Period in an aggregate principal amount up at any one time outstanding the Dollar Equivalent of which, when added to but such Lender’s 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 exceeding exceed the Purchaser's amount of such Lender’s Revolving Commitment; provided that, Commitment then in effect (after giving effect to the making 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 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 use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (ii) Except as hereinafter provided, Revolving Loans shall, at the option of the Parent Borrower, (x) in the case of Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (iy) in no event shall the aggregate outstanding principal amount case of Revolving Loans exceed the Revolving Commitments then denominated in effect Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (iiz) 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 Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount case of Revolving Loans made during denominated in any calendar month plus Designated Foreign Currency (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans 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 during the Revolving 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(dother than Canadian Dollars), the Revolving Loans be incurred and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of the Parent Commitment for whatever reason, the amount of the Revolving Commitment shall automatically and immediately be reduced by a proportionate amountmaintained as Eurocurrency Loans.