Common use of Domestic Revolving Loans Clause in Contracts

Domestic Revolving Loans. (i) Each Revolving Lender agrees, severally and not jointly, to make available to Domestic Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “Revolving Credit Advance”) requested by Borrower Representative on behalf of the Domestic Borrower hereunder. The Pro Rata Share of the Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loan) shall not at any time exceed its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment based on a change in circumstances; provided, that, as long as Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, as of the end of the immediately preceding calendar quarter, EBITDA, adjusted to reflect restructuring charges, non-recurring charges and including other adjustments, if any, all as set forth in Section 6.1(a) of Schedule 1 to Annex F, for the twelve (12) month period then ended of greater than $180,000,000, Agent’s right to impose any Reserves not previously imposed or to alter the manner in which previously imposed Reserves are determined shall require prior written consent of the Borrowers. The Revolving Loan, including, without limitation, the Alternative Currency Revolving Credit Subfacility, shall be repaid in full on the Commitment Termination Date. Each Borrower shall execute and deliver to each Revolving Lender a note to evidence the total Revolving Loan Commitment of that Revolving Lender. Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if the aggregate outstanding Revolving Loan (including, without limitation, the amount outstanding under the Alternative Currency Revolving Credit Subfacility) exceeds the Borrowing Base as set forth in the most recently delivered Borrowing Base Certificate or the total aggregate Revolving Loan Commitment of all Lenders (any such excess amount of Revolving Loan is herein referred to as an “Overadvance”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued and, except as provided in Section 1.1(a)(ii) below, the Revolving Loan must be repaid immediately and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvance. All Overadvances shall constitute Index Rate Loans and shall bear interest payable upon demand at the Default Rate. For funding requests for Revolving Credit Advances to be funded as Index Rate Loans of less than $5,000,000, written notice must be provided by

Domestic Revolving Loans. (i) Each Revolving Subject to the terms and conditions set forth herein, each Domestic Lender agrees, severally and not jointly, agrees to make available loans (each such loan, a “Domestic Revolving Loan”) to Domestic the Borrower in Dollars from time to time until on any Business Day during the Commitment Termination Date its Pro Rata Share Availability Period in an aggregate amount not to exceed at any time outstanding the amount of advances such Domestic Lender’s Domestic Revolving Commitment; provided, however, that after giving effect to any Borrowing of Domestic Revolving Loans, (each a i) the Total Domestic Revolving Outstandings shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000) (such aggregate amount, as it may be increased or decreased as provided herein, the “Aggregate Domestic Revolving Credit AdvanceCommitments”), (ii) requested by Borrower Representative on behalf the Total Revolving Outstandings shall not exceed the Maximum Permitted Revolving Outstandings and (iii) the aggregate Outstanding Amount of the Domestic Borrower hereunder. The Pro Rata Share Revolving Loans of any Domestic Lender, plus such Domestic Lender’s Applicable Percentage of the Revolving Loan Outstanding Amount of any Revolving Lender (including, without duplication, all L/C Obligations plus such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loan) Loans shall not exceed such Domestic Lender’s Domestic Revolving Commitment; provided further that the availability of the Aggregate Revolving Commitments at any time exceed its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment based on a change in circumstances; provided, that, as long as Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, as of the end of the immediately preceding calendar quarter, EBITDA, adjusted to reflect restructuring charges, non-recurring charges and including other adjustments, if any, all as set forth in Section 6.1(a) of Schedule 1 to Annex F, for the twelve (12) month period then ended making of greater than $180,000,000, Agent’s right to impose any Reserves not previously imposed or to alter Loans and the manner in which previously imposed Reserves are determined shall require prior written consent issuance of the Borrowers. The Revolving Loan, including, without limitation, the Alternative Currency Revolving Credit Subfacility, shall be repaid in full on the Commitment Termination Date. Each Borrower shall execute and deliver to each Revolving Lender a note to evidence the total Revolving Loan Commitment of that Revolving Lender. Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if the aggregate outstanding Revolving Loan (including, without limitation, the amount outstanding under the Alternative Currency Revolving Credit Subfacility) exceeds the Borrowing Base as set forth in the most recently delivered Borrowing Base Certificate or the total aggregate Revolving Loan Commitment of all Lenders (any such excess amount of Revolving Loan is herein referred to as an “Overadvance”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued andreduced by the amount of the Alternative Currency Reserve. Within the limits of each Domestic Lender’s Domestic Revolving Commitment, except as provided in Section 1.1(a)(ii) belowand subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Domestic Revolving Loan must Loans may be repaid immediately and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvance. All Overadvances shall constitute Index Base Rate Loans and or Eurocurrency Rate Loans, or a combination thereof, as further provided herein; provided, however, all Borrowings made on the Closing Date shall bear interest payable upon demand at the Default Rate. For funding requests for Revolving Credit Advances to be funded made as Index Base Rate Loans of less than $5,000,000, written notice must be provided byLoans.

Domestic Revolving Loans. (i) Each Domestic Revolving Lender severally agrees, severally on the terms and not jointlyconditions set forth in this Agreement, to make available Revolving Loans denominated in Dollars to Domestic the Borrower pursuant to this Section 2.01(a)(i) from time to time until during the Availability Period in amounts such that its Domestic Revolving Outstandings shall not exceed (after giving effect to all Domestic Revolving Loans repaid and all reimbursements of LC Disbursements made concurrently with the making of any Domestic Revolving Loans) its Domestic Revolving Commitment; provided that, immediately after giving effect to each such Domestic Revolving Loan, (A) the aggregate Domestic Revolving Outstandings shall not exceed the Domestic Revolving Committed Amount, (B) the Aggregate Revolving Outstandings shall not exceed the Aggregate Revolving Committed Amount and (C) with respect to each Domestic Revolving Lender individually, such Lender’s outstanding Domestic Revolving Loans plus its Participation Interests in outstanding LC Obligations shall not exceed such Lender’s Domestic Revolving Commitment Termination Date its Pro Rata Share of advances (each a “Revolving Credit Advance”) requested by Borrower Representative on behalf Percentage of the Domestic Borrower hereunder. The Pro Rata Share of the Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loan) shall not at any time exceed its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment based on a change in circumstances; provided, that, as long as Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, as of the end of the immediately preceding calendar quarter, EBITDA, adjusted to reflect restructuring charges, non-recurring charges and including other adjustments, if any, all as set forth in Section 6.1(a) of Schedule 1 to Annex F, for the twelve (12) month period then ended of greater than $180,000,000, Agent’s right to impose any Reserves not previously imposed or to alter the manner in which previously imposed Reserves are determined shall require prior written consent of the Borrowers. The Revolving Loan, including, without limitation, the Alternative Currency Revolving Credit Subfacility, shall be repaid in full on the Commitment Termination DateCommitted Amount. Each Borrower shall execute and deliver to each Domestic Revolving Lender a note to evidence the total Revolving Loan Commitment of that Revolving Lender. Each note Borrowing shall be in the maximum an aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the Revolving Loan Commitment aggregate amount of the applicable unused Domestic Revolving Lender, dated Commitments) and shall be made from the Closing Date and substantially several Domestic Revolving Lenders ratably in proportion to their respective Domestic Revolving Commitments. Within the form of Exhibit 1.1(a)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “Revolving Note” and, collectivelyforegoing limits, the “Revolving Notes”). Other than pursuant to Borrower may borrow under this Section 1.1(a)(ii2.01(a)(i), if repay, or, to the aggregate outstanding extent permitted by Section 2.09, prepay, Domestic Revolving Loan (including, without limitation, the amount outstanding under the Alternative Currency Revolving Credit Subfacility) exceeds the Borrowing Base as set forth in the most recently delivered Borrowing Base Certificate or the total aggregate Revolving Loan Commitment of all Lenders (any such excess amount of Revolving Loan is herein referred to as an “Overadvance”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued and, except as provided in Section 1.1(a)(ii) below, the Revolving Loan must be repaid immediately and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvance. All Overadvances shall constitute Index Rate Loans and shall bear interest payable upon demand at the Default Rate. For funding requests for Revolving Credit Advances to be funded as Index Rate Loans of less than $5,000,000, written notice must be provided byreborrow under this Section 2.01(a)(i).

Domestic Revolving Loans. (i) Each Revolving Subject to the terms and conditions set forth herein, each Domestic Lender agrees, severally and not jointly, agrees to make available loans (each such loan, a "Domestic Revolving Loan") to Domestic the Borrower in Dollars from time to time until on any Business Day during the Commitment Termination Date its Pro Rata Share Availability Period in an aggregate amount not to exceed at any time outstanding the amount of advances such Domestic Lender's Domestic Revolving Commitment; provided, however, that after giving effect to any Borrowing of Domestic Revolving Loans, (each a “i) the Total Domestic Revolving Credit Advance”Outstandings shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000) requested by Borrower Representative on behalf (such aggregate amount, as it may be increased or decreased as provided herein, the "Aggregate Domestic Revolving Commitments"), (ii) the Total Revolving Outstandings shall not exceed the Maximum Permitted Revolving Outstandings and (iii) the aggregate Outstanding Amount of the Domestic Borrower hereunder. The Pro Rata Share Revolving Loans of any Domestic Lender, plus such Domestic Lender's Applicable Percentage of the Revolving Loan Outstanding Amount of any Revolving Lender (including, without duplication, all L/C Obligations plus such Domestic Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loan) Loans shall not exceed such Domestic Lender's Domestic Revolving Commitment; provided further that the availability of the Aggregate Revolving Commitments at any time exceed its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment based on a change in circumstances; provided, that, as long as Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, as of the end of the immediately preceding calendar quarter, EBITDA, adjusted to reflect restructuring charges, non-recurring charges and including other adjustments, if any, all as set forth in Section 6.1(a) of Schedule 1 to Annex F, for the twelve (12) month period then ended making of greater than $180,000,000, Agent’s right to impose any Reserves not previously imposed or to alter Loans and the manner in which previously imposed Reserves are determined shall require prior written consent issuance of the Borrowers. The Revolving Loan, including, without limitation, the Alternative Currency Revolving Credit Subfacility, shall be repaid in full on the Commitment Termination Date. Each Borrower shall execute and deliver to each Revolving Lender a note to evidence the total Revolving Loan Commitment of that Revolving Lender. Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if the aggregate outstanding Revolving Loan (including, without limitation, the amount outstanding under the Alternative Currency Revolving Credit Subfacility) exceeds the Borrowing Base as set forth in the most recently delivered Borrowing Base Certificate or the total aggregate Revolving Loan Commitment of all Lenders (any such excess amount of Revolving Loan is herein referred to as an “Overadvance”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued andreduced by the amount of the Alternative Currency Reserve. Within the limits of each Domestic Lender's Domestic Revolving Commitment, except as provided in Section 1.1(a)(ii) belowand subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Domestic Revolving Loan must Loans may be repaid immediately and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvance. All Overadvances shall constitute Index Base Rate Loans and or Eurocurrency Rate Loans, or a combination thereof, as further provided herein; provided, however, all Borrowings made on the Closing Date shall bear interest payable upon demand at the Default Rate. For funding requests for Revolving Credit Advances to be funded made as Index Base Rate Loans of less than $5,000,000, written notice must be provided byLoans.

Domestic Revolving Loans. (i) Each Revolving Lender agrees, severally and not jointly, to make available to Domestic Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “Revolving Credit Advance”) requested by Borrower Representative on behalf of the Domestic Borrower hereunder. The Pro Rata Share of the Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loan) shall not at any time exceed its separate Revolving Loan Commitment. Revolving Credit Advances may be repaid and reborrowed; provided, that the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment based on a change in circumstances; provided, that, as long as Holdings, Borrowers Borrower and their Subsidiaries on a consolidated basis shall have, as of the end of the immediately preceding calendar quarter, EBITDA, adjusted to reflect restructuring charges, non-recurring charges and including other adjustments, if any, all as set forth in Section 6.1(a) of Schedule 1 to Annex F, for the twelve (12) month period then ended of greater than $180,000,000, Agent’s right to impose any Reserves not previously imposed or to alter the manner in which previously imposed Reserves are determined shall require prior written consent of the BorrowersBorrower. The Revolving Loan, including, without limitation, the Alternative Currency Revolving Credit Subfacility, shall be repaid in full on the Commitment Termination Date. Each Borrower shall execute and deliver to each Revolving Lender a note to evidence the total Revolving Loan Commitment of that Revolving Lender. Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if the aggregate outstanding Revolving Loan (including, without limitation, the amount outstanding under the Alternative Currency Revolving Credit Subfacility) exceeds the Borrowing Base as set forth in the most recently delivered Borrowing Base Certificate or the total aggregate Revolving Loan Commitment of all Lenders (any such excess amount of Revolving Loan is herein referred to as an “Overadvance”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued and, except as provided in Section 1.1(a)(ii) below, the Revolving Loan must be repaid immediately and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvance. For the avoidance of doubt, at no time shall the Revolving Loan balance exceed the Maximum Amount and, if at any time the Revolving Loan balance shall exceed the Maximum Amount, Borrower shall immediately repay the Revolving Loan in an amount sufficient to eliminate any such excess. All Overadvances shall constitute Index Rate Loans and shall bear interest payable upon demand at the Default Rate. For funding requests for Revolving Credit Advances to be funded as Index Rate Loans of less than $5,000,000, written notice must be provided byby 1:00 p.m. (New York time) on the Business Day on which the Revolving Credit Advance is to be made. For funding requests of Revolving Credit Advances to be funded as Index Rate Loans of $5,000,000 or greater, written notice must be provided by 1:00 p.m. (New York time) on the Business Day immediately preceding the day on which the Revolving Credit Advance is to be made. All Revolving Credit Advances to be funded as LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the form attached as Exhibit 1.1(a)(ii) (“Notice of Revolving Credit Advance”). Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount.

Domestic Revolving Loans. (i) Each Domestic Revolving Lender agreesLender, severally and not jointlyfor itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make available loans to Domestic the Borrower denominated in Dollars on a revolving basis from time to time until during the Commitment Termination Date Period, in an amount not to exceed its Pro Rata Share of advances (each a “Revolving Credit Advance”) requested by Borrower Representative on behalf of the Domestic Borrower hereunder. The Revolver Pro Rata Share of the Total Available Domestic Revolving Loan of Commitment (each such loan by any Lender, a "Domestic Revolving Lender (includingLoan" and collectively, without duplicationthe "Domestic Revolving Loans"). All Domestic Revolving Loans comprising the same Borrowing hereunder shall be made by the Domestic Revolving Lenders simultaneously and in proportion to their respective Domestic Revolving Commitments. Prior to the Revolver Termination Date, Swing Line Loan) shall not at any time exceed its separate Domestic Revolving Loan Commitment. Revolving Credit Advances Loans may be repaid and reborrowed; provided, that reborrowed by the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability. Borrowing Availability may be further reduced by Reserves imposed by Agent Borrower in its reasonable credit judgment based on a change in circumstances; provided, that, as long as Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, as of accordance with the end of the immediately preceding calendar quarter, EBITDA, adjusted to reflect restructuring charges, non-recurring charges and including other adjustments, if any, all as set forth in Section 6.1(a) of Schedule 1 to Annex F, for the twelve (12) month period then ended of greater than $180,000,000, Agent’s right to impose any Reserves not previously imposed or to alter the manner in which previously imposed Reserves are determined shall require prior written consent of the Borrowers. The Revolving Loan, including, without limitation, the Alternative Currency Revolving Credit Subfacility, shall be repaid in full on the Commitment Termination Date. Each Borrower shall execute and deliver to each Revolving Lender a note to evidence the total Revolving Loan Commitment of that Revolving Lender. Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (as amended, modified, extended, substituted or replaced from time to time, each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if the aggregate outstanding Revolving Loan (including, without limitation, the amount outstanding under the Alternative Currency Revolving Credit Subfacility) exceeds the Borrowing Base as set forth in the most recently delivered Borrowing Base Certificate or the total aggregate Revolving Loan Commitment of all Lenders (any such excess amount of Revolving Loan is herein referred to as an “Overadvance”), Lenders shall not be obligated to make Revolving Credit Advances, no additional Letters of Credit shall be issued provisions hereof and, except as otherwise specifically provided in Section 1.1(a)(ii) below3.6, all Domestic Revolving Loans comprising the same Borrowing shall at all times be of the same Type. For purposes of clarification, the parties hereto agree that (i) on the Amendment and Restatement Effective Date, the Domestic Revolving Loan must be repaid immediately and/or Letters Commitments (as defined in the Original Credit Agreement) under the Original Credit Agreement are reallocated as Domestic Revolving Commitments hereunder in the amounts set forth on Schedule 1.1 to this Agreement and (ii) the Total Domestic Revolving Commitments as of Credit cash collateralized the Amendment and Restatement Effective Date after giving effect to this Agreement are $325,000,000. Each Existing Domestic Revolving Lender on the Amendment and Restatement Effective Date agrees to continue its Existing Domestic Commitment as a Domestic Revolving Commitment under this Agreement in an amount sufficient the amounts set forth opposite such Lender's name on Schedule 1.1 to eliminate any Overadvance. All Overadvances shall constitute Index Rate Loans and shall bear interest payable upon demand at this Agreement under the Default Rate. For funding requests for heading "Amount of Domestic Revolving Credit Advances to be funded as Index Rate Loans of less than $5,000,000, written notice must be provided byCommitment".