Common use of Revolving Credit Commitment Clause in Contracts

Revolving Credit Commitment. Subject to and upon the terms and conditions of this Agreement, each Lender severally (but not jointly) agrees to make Revolving Credit Loans to the Borrower and the Subsidiary Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount not to exceed the Available Commitment; provided that, after giving effect to the making of such Revolving Credit Loans, the Aggregate Outstanding Extensions of Credit will not exceed the Revolving Credit Commitments and provided further that no Lender shall make any Revolving Credit Loan in Optional Currencies if, after giving effect to the making of such Revolving Credit Loan, (i) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During the Revolving Credit Commitment Period the Borrower and the Subsidiary Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident of the United Kingdom for taxation purposes.

Revolving Credit Commitment. (a) Subject to and upon the terms and conditions of this Agreement, (i) each Facility A Lender severally (but not jointly) agrees to make Revolving Credit Facility A Loans in Dollars, euros and any Optional Currency to the Borrower and and/or the Regular Subsidiary Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount not to exceed at any one time the Available CommitmentFacility A Commitment of such Facility A Lender; provided that, after giving effect to the making of such Revolving Credit Facility A Loans, the Aggregate Outstanding Facility A Revolving Extensions of Credit will not exceed the Facility A Commitments; (ii) each Facility B Lender severally (but not jointly) agrees to make Facility B Loans in Dollars, euros, and any Optional Currency to the Borrower and/or the Regular Subsidiary Borrowers from to time during the Revolving Credit Commitments and Commitment Period in an aggregate principal amount not to exceed the Available Facility B Commitment of such Facility B Lender (which for this purpose shall be computed as though the amount in subclause (b)(i) in the definition thereof is $0); provided further that no Lender shall make any Revolving Credit Loan in Optional Currencies ifthat, after giving effect to the making of such Facility B Loans, the Aggregate Facility B Revolving Extensions of Credit Loan, will not exceed the Facility B Commitments; (iiii) the sum of the Dollar Equivalent of the then outstanding Revolving Credit each Facility C Lender severally (but not jointly) agrees to make Facility C Loans in Optional Currencies other than Sterling Dollars, euros, and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the any Optional Currency Equivalent of $50,000,000 or (ii) to the sum of Borrower and/or the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During Regular Subsidiary Borrowers from to time during the Revolving Credit Commitment Period in an aggregate principal amount not to exceed the Available Facility C Commitment of such Facility C Lender; provided that, after giving effect to the making of such Facility C Loans, the Aggregate Facility C Revolving Extensions of Credit will not exceed the Facility C Commitments (which for this purpose shall be computed as though the amount in subclause (b)(i) in the definition thereof is $0); (iv) each Facility D Lender severally (but not jointly) agrees to make Facility D Loans in Dollars, euros, and any Optional Currency to the Borrower and and/or the Regular Subsidiary Borrowers may use from to time during the Revolving Credit Commitments by borrowingCommitment Period in an aggregate principal amount not to exceed the Available Facility D Commitment of such Facility D Lender (which for this purpose shall be computed as though the amount in subclause (b)(i) in the definition thereof is $0); provided that, prepaying after giving effect to the making of such Facility D Loans, the Aggregate Facility D Revolving Extensions of Credit will not exceed the Facility D Commitments; (v) each Sterling Lender, which shall also be a Facility B Lender or an affiliate thereof, severally (but not jointly) agrees to make Sterling Loans in Sterling or euros to each Sterling Subsidiary Borrower from time to time during the Revolving Credit Loans Commitment Period in whole or in part, and reborrowing, all an aggregate principal amount not to exceed the Available Sterling Commitment of such Sterling Lender in accordance with the terms and conditions hereof. The of Annex B hereto (which for this purpose shall be computed as though the amount in subclause (b)(i) in the definition thereof is $0); provided that, after giving effect to the making of such Sterling Loans, the Aggregate Sterling Revolving Extensions of Credit will not exceed the Sterling Commitments; (vi) each Australian Dollar Lender, which shall be a Facility C Lender or an affiliate thereof, severally (but not jointly) agrees to make Australian Dollar Loans in Australian Dollars to each Australian Subsidiary Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under from time to time during the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings Commitment Period in Dollars or in any Optional Currency under an aggregate principal amount not to exceed the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident Available Australian Commitment of the United Kingdom for taxation purposes.such

Revolving Credit Commitment. (a) Subject to and upon the terms and conditions set forth in this Agreement and so long as no Default or Event of this AgreementDefault has occurred and is continuing, each during the Revolving Credit Period, Lender severally (but not jointly) agrees to make such loans to the Company (individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") as the Company may from time to time request pursuant to Section 2.04. Each Revolving Credit Loan under this Section 2.01(a) which is a Revolving Credit Prime Loan shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. Each Revolving Credit Loan under this Section 2.01(a) which is a Revolving Credit LIBOR Loan shall be for an aggregate principal amount of at least $500,000.00 or any larger multiple of $100,000.00. The aggregate principal amount of Revolving Credit Loans which Lender shall be required to have outstanding under this Agreement as of any date shall not exceed the Borrower sum of (i) the lesser of (A) the amount of Lender's Revolving Credit Commitment as of such date or (B) the Borrowing Base as of such date minus (ii) the aggregate undrawn face amount of all Letters of Credit outstanding as of such date plus all unreimbursed drawings with respect thereto. In no event shall the Total Revolving Credit Outstandings as of any date exceed the lesser of (i) the amount of Lender's Revolving Credit Commitment as of such date or (ii) the Borrowing Base as of such date. Within the foregoing limits, the Company may borrow under this Section 2.01(a), prepay under Section 2.11 and the Subsidiary Borrowers from time to reborrow at any time during the Revolving Credit Commitment Period in an aggregate principal amount under this Section 2.01(a). All Revolving Credit Loans not to exceed the Available Commitment; provided that, after giving effect paid prior to the making last day of such Revolving Credit Loans, the Aggregate Outstanding Extensions of Credit will not exceed the Revolving Credit Commitments Period, together with all accrued and provided further that no unpaid interest thereon and all fees and other amounts owing by the Company to Lender with respect thereto, shall make any Revolving Credit Loan in Optional Currencies if, after giving effect to be due and payable on the making last day of such Revolving Credit Loan, (i) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During the Revolving Credit Commitment Period the Borrower and the Subsidiary Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident of the United Kingdom for taxation purposesPeriod.

Revolving Credit Commitment. Subject The Borrowers may, upon notice to and upon the terms and conditions of this AgreementAdministrative Agent from the Borrower Agent, each Lender severally (but not jointly) agrees to make terminate the Aggregate Revolving Credit Loans to Commitments, the Borrower and Letter of Credit Sublimit or the Subsidiary Borrowers Swing Line Sublimit, or from time to time during permanently reduce the Aggregate Revolving Credit Commitment Period Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 A.M. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate principal amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Borrowers shall not to exceed terminate or reduce (A) the Available Commitment; provided thatAggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the making of such Total Revolving Credit LoansOutstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Aggregate Outstanding Extensions Amount of Letter of Credit will Obligations not fully Cash Collateralized hereunder would exceed the Revolving Letter of Credit Commitments Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and provided further that no Lender shall make to any Revolving Credit Loan in Optional Currencies concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the making Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such Revolving Credit Loan, excess; provided further that notwithstanding the notice requirement set forth in clause (i) the sum of the Dollar Equivalent foregoing proviso, the prepayment of the then outstanding Loans in connection with the Specialty Disposition shall be accompanied by a permanent reduction in Revolving Credit Loans in Optional Currencies other than Sterling and Commitments to $80,000,000 concurrently with such prepayment. The Administrative Agent will promptly notify the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent Lenders of $50,000,000 any such notice of termination or (ii) the sum reduction of the outstanding Aggregate Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed Commitments, the Optional Currency Equivalent Letter of $250,000,000Credit Sublimit or the Swing Line Sublimit. During Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment Period of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the Borrower and effective date of any termination of the Subsidiary Borrowers may use the Aggregate Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and (ii) any interest payable with respect thereto shall be beneficially owned by paid on the effective date of such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident of the United Kingdom for taxation purposestermination.

Revolving Credit Commitment. Subject to and upon the terms and conditions of this Agreement, each Revolving Credit Lender severally (but not jointly) agrees to make Revolving Credit Loans to the Borrower and and/or the Subsidiary Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount not to exceed the Available CommitmentRevolving Credit Commitment of such Revolving Credit Lender; provided that, after giving effect to the making of such Revolving Credit Loans, the Aggregate Outstanding Revolving Extensions of Credit will not exceed the Revolving Credit Commitments and provided further that no Lender the Revolving Credit Lenders shall not make any Revolving Credit Loan Loans in Optional Currencies if, after giving effect to the making of any such Revolving Credit Loan, (i) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 120,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000225,000,000 and provided further that no more than the Dollar Equivalent of $75,000,000 in Revolving Credit Loans shall be made on the Closing Date. During the Revolving Credit Commitment Period the Borrower and the Subsidiary Borrowers may use the Revolving Credit Commitments by borrowing, prepaying repaying the Revolving Credit Loans in whole or in part, and reborrowing, 47 41 all in accordance with the terms and conditions hereof. Each Revolving Credit Lender shall only be required to make Revolving Credit Loans (x) in Dollars (y) in the Optional Currencies listed with its name on Schedule 1 and from the Lending Installation outside of the United States listed with its name on Schedule 1 and (z) in such other Optional Currencies and from such other Lending Installations outside of the United States as it may agree from time to time by notice to the Administrative Agent. The Administrative Agent shall use reasonable efforts in designating from time to time which of the Revolving Credit Lenders willing to lend in the requested currency and from Lending Installations in any requested jurisdiction shall participate in the making of any Revolving Credit Loan requested to be made, and in the respective amounts to be lent by them and which of the Revolving Credit Loans shall be repaid with repayments, in order to accommodate the requests of the Borrower and the Subsidiary Borrowers with respect to the Revolving Credit Loans and to make from time to time the aggregate outstanding Revolving Credit Loans as ratable among the Revolving Credit Lenders as reasonably practicable in the judgment of the Administrative Agent. The Borrower and Domestic Subsidiary Borrowers may may, subject to Schedule 1, make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may may, subject to Schedule 1, make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made Each Lender agrees that each of its Lending Installations listed on Schedule 1 and subsequently agreed from time to the Borrower or any Subsidiary Borrowertime in Belgium, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in France, Germany and the United Kingdom (i) shall be made by on the date hereof or the date of such agreement an Eligible U.K. Belgian Bank, an Eligible French Bank, an Eligible German Bank and (ii) any interest payable with respect thereto shall be beneficially owned by such or an Eligible U.K. Bank, unless such Lender is unable to comply. In such event, as the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident of the United Kingdom for taxation purposescase may be.

Revolving Credit Commitment. Subject to and upon the terms and conditions of this Agreement, each Lender severally (but not jointly) agrees to make Advances in Dollars or an Offshore Currency to Greenfield (in the case of Domestic Revolving Credit Loans Loans) or to Kemmxx X xr Cirbx (xx the case of Foreign Revolving Credit Loans), as the case may be, in each case to the Borrower and requesting such Advance (as specified in the Subsidiary Borrowers respective Borrowing Notice), from time to time during from the Effective Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by such Borrower under the Revolving Credit Facility on any day determined by its Applicable Commitment Percentage of the Total Revolving Credit Commitment up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment Period in of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any Advance (i) so long as a Default or an aggregate principal amount not to exceed Event of Default has occurred and is continuing or (ii) if the Available CommitmentAgent has accelerated the maturity of the Revolving Credit Notes as a result of an Event of Default; provided thatfurther, however, that immediately after giving effect to each such Advance, (A) the making Dollar Value of such Revolving Outstanding Credit Loans, the Aggregate Outstanding Extensions of Credit will Obligations shall not exceed the Total Revolving Credit Commitments Commitment and provided further that no Lender (B) if such Advance is denominated in an Offshore Currency, the principal amount of Outstanding Credit Obligations denominated in such Applicable Currency shall make any Revolving Credit Loan in Optional Currencies if, after giving effect to the making of such Revolving Credit Loan, (i) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would not exceed the Optional Applicable Offshore Currency Equivalent of $50,000,000 or Commitment. Within such limits, the Borrowers may borrow, repay and reborrow hereunder, on a Business Day, from the Effective Date until, but (iias to borrowings and reborrowings) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During not including, the Revolving Credit Commitment Period the Borrower and the Subsidiary Borrowers may use the Revolving Credit Commitments by borrowingTermination Date; provided, prepaying the Revolving Credit Loans in whole or in parthowever, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR that (x) no Eurodollar Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which that is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in be made which has an Interest Period that extends beyond the notice requesting such advance that it is a resident Revolving Credit Termination Date, (y) each Eurodollar Loan may, subject to the provisions of Section 2.11, be repaid only on the last day of the United Kingdom for taxation purposesInterest Period with respect thereto, and (z) no Offshore Currency Loan may bear interest at the Base Rate.

Revolving Credit Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Committed Lender severally (but not jointly) agrees agrees, on any Business Day during the Availability Period, to make Revolving Credit Syndicated Loans to the Borrower Parties, in Dollars or in one or more Alternative Currencies, on a several basis, at any time and the Subsidiary Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount up to such Committed Lender’s Commitment at any such time; provided, however, that after making any such Loans: (a) such Committed Lender’s Principal Obligation would not to exceed such Committed Lender’s Commitment as of such date; (b) the Principal Obligation of such Committed Lender’s Lender Group would not exceed the aggregate applicable Lender Group Limit of such Lender Group; and (c) the Principal Obligation would not exceed the Available Commitment; provided that, after giving effect to the making of such Revolving Credit Loans, the Aggregate Outstanding Extensions of Credit will not exceed the Revolving Credit Commitments and provided further that no Lender shall make any Revolving Credit Loan in Optional Currencies if, after giving effect to the making of such Revolving Credit Loan, (id) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans amount of the Principal Obligation that is denominated in Optional Alternative Currencies other than Sterling would not exceed twenty-five percent (25%) of the Maximum Commitment. Subject to the foregoing limitation, the conditions set forth in Section 7 and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During the Revolving Credit Commitment Period the Borrower and the Subsidiary Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower Parties may borrow, repay without penalty or premium (subject to Section 4.05), and re-borrow hereunder, during the relevant Subsidiary Borrower desiring Availability Period. Each Borrowing pursuant to make this Section 2.01 shall be funded ratably by each Lender Group in accordance with its Applicable Percentage and, if applicable, by a Revolving Credit Committed Lender in a particular Lender Group in accordance with such Committed Lender’s Applicable Percentage. No Lender shall be obligated to fund any Loan borrowing shall state if the interest rate applicable thereto hereunder would exceed the Maximum Rate in the notice requesting effect with respect to such advance that it is a resident of the United Kingdom for taxation purposes.Loan. 4890-4745-6322 v.15

Revolving Credit Commitment. Subject The Borrowers may, upon notice to and upon the terms and conditions of this AgreementAdministrative Agent from the Borrower Agent, each Lender severally (but not jointly) agrees to make terminate the Aggregate Revolving Credit Loans to Commitments, the Borrower and Letter of Credit Sublimit or the Subsidiary Borrowers Swing Line Sublimit, or from time to time during permanently reduce the Aggregate Revolving Credit Commitment Period Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate principal amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) no such partial reduction shall result in the Aggregate Revolving Credit Commitments being less than $75,000,000, (iv) the Borrowers shall not to exceed terminate or reduce (A) the Available Commitment; provided thatAggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the making of such Total Revolving Credit LoansOutstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Aggregate Outstanding Extensions Amount of Letter of Credit will Obligations not fully Cash Collateralized hereunder would exceed the Revolving Letter of Credit Commitments Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and provided further that no Lender shall make to any Revolving Credit Loan in Optional Currencies concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (v) if, after giving effect to any reduction or termination of the making Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit LoanCommitments, (i) the sum Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Dollar Equivalent of the then outstanding Aggregate Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During Commitments shall be applied to the Revolving Credit Commitment Period of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the Borrower and effective date of any termination of the Subsidiary Borrowers may use the Aggregate Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and paid on the effective date of such termination. (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident of the United Kingdom for taxation purposes.b)

Revolving Credit Commitment. Subject The Borrowers may, upon notice to and upon the terms and conditions of this AgreementAdministrative Agent from the Borrower Agent, each Lender severally (but not jointly) agrees to make terminate the Aggregate Revolving Credit Loans to Commitments, the Borrower and Letter of Credit Sublimit or the Subsidiary Borrowers Swing Line Sublimit, or from time to time during permanently reduce the Aggregate Revolving Credit Commitment Period Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 A.M. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate principal amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Borrowers shall not to exceed terminate or reduce (A) the Available Commitment; provided thatAggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the making of such Total Revolving Credit LoansOutstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Aggregate Outstanding Extensions Amount of Letter of Credit will Obligations not fully Cash Collateralized hereunder would exceed the Revolving Letter of Credit Commitments Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and provided further that no Lender shall make to any Revolving Credit Loan in Optional Currencies concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the making Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit LoanCommitments, (i) the sum Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Dollar Equivalent of the then outstanding Aggregate Revolving Credit Loans in Optional Currencies other than Sterling and the then outstanding L/C Obligations in Optional Currencies other than Sterling would exceed the Optional Currency Equivalent of $50,000,000 or (ii) the sum of the outstanding Revolving Credit Loans in Optional Currencies including Sterling and outstanding L/C Obligations in Optional Currencies including Sterling would exceed the Optional Currency Equivalent of $250,000,000. During Commitments shall be applied to the Revolving Credit Commitment Period of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the Borrower and effective date of any termination of the Subsidiary Borrowers may use the Aggregate Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower and Domestic Subsidiary Borrowers may make ABR Loan and LIBOR Loan borrowings in Dollars and may make LIBOR Loan borrowings in any Optional Currency under the Revolving Credit Facility. Foreign Subsidiary Borrowers may make LIBOR Loan borrowings in Dollars or in any Optional Currency under the Revolving Credit Facility. Any Revolving Credit Loan which is made to the Borrower or any Subsidiary Borrower, where the Borrower or such Subsidiary Borrower is a resident for taxation purposes in the United Kingdom (i) shall be made by an Eligible U.K. Bank and paid on the effective date of such termination. (ii) any interest payable with respect thereto shall be beneficially owned by such Eligible U.K. Bank, unless such Lender is unable to comply. In such event, the Borrower or the relevant Subsidiary Borrower desiring to make a Revolving Credit Loan borrowing shall state in the notice requesting such advance that it is a resident of the United Kingdom for taxation purposes.b)