Common use of Extended Commitments Clause in Contracts

Extended Commitments. If the Maturity Date with respect to Initial Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d) and (e)) under (and ratably participated in by Revolving Lenders) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments Tranche.

Extended Commitments. If the Maturity Date with respect to Initial Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d2.17(d) and (e)) under (and ratably participated in by Revolving Lenders) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at the Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j2.17(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments TrancheCommitments.

Extended Commitments. If the Maturity Date with maturity date in respect to Initial Revolving Loans shall have occurred at a time when Extended of any tranche of Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than occurs prior to the Initial Revolving Loans are in effect, unless otherwise provided for in expiration of any Extension Amendment or Incremental AmendmentLetter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) outstanding Committed Loans shall be repaid pursuant to Section 2.05(a) on such maturity date in an amount sufficient to permit the reallocation of the L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Committed Loans and payments in respect thereof pursuant to Sections 2.18(d) and (eSection 2.03(c)) under (and ratably participated in by Revolving LendersLenders pursuant to) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that (A) the participations therein of Revolving Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall Cash Collateralize any such Letter of Credit no later than five Business Days prior to such maturity date. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in accordance with Section 2.18(jthe Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Committed Loans, the reallocation set forth in clause (i) shall automatically occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the prior second preceding sentence, the occurrence of the Maturity Date a maturity date with respect to Existing a given tranche of Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before such maturity date. Commencing with the Maturity Date applicable maturity date of any tranche of Revolving Commitments, the sublimit for Letters of Credit under any tranche of Revolving Commitments that has not so then matured shall be as agreed with the Lenders under such extended tranche; provided that in no event shall such sublimit be less than the sum of (x) the L/C Obligations of the Revolving Lenders under such extended tranche immediately prior to such Existing Revolving Commitments Tranchematurity date and (y) the face amount of the Letters of Credit reallocated to such extended tranche pursuant to clause (i) above (assuming Committed Loans are repaid in accordance with clause (i)(x)).

Extended Commitments. If (a) [Reserved]. (b) The Borrower may at any time and from time to time request that all or a portion of the Maturity Date Commitments of any Class (the Commitments of such applicable Class, the “Existing Commitments”) be converted into a new Class of Commitments (the Commitments of such applicable Class, the “Extended Commitments”) with terms consistent with this Section 2.9(b). In order to establish any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent (an “Extension Request”) setting forth the proposed terms of the Extended Commitments to be established, which terms shall be identical to those applicable to the Existing Commitments except that: (i) the maturity date of the Extended Commitments shall be later than the maturity date of the Existing Commitments; (ii) (A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discount and premiums with respect to Initial Revolving Loans shall have occurred at a time when the Extended Revolving Commitments may be different than those for the Existing Commitments and/or (B) additional fees and/or premiums may be payable to the Extending Lenders in addition to or Additional/Replacement Revolving in lieu of any of the items contemplated by the preceding subclause (A) and/or (C) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different than those for the Existing Commitments; and (iii) the Borrower and its Subsidiaries may be subject to covenants and other terms for the benefit of the Extending Lenders that have a later apply only after the Latest Maturity Date than (before giving effect to the Initial Revolving Extended Commitments). (c) Each Extension Request shall specify the date (the “Extension Effective Date”) on which the Borrower proposes that the conversion of any Existing Commitments into Extended Commitments shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent. Each Lender of Loans of an Existing Class that are requested to be extended shall be offered the opportunity to convert its Existing Commitments into Extended Commitments on the same basis as each other Lender of Loans of the same Existing Class. Any Lender (to the extent applicable, an “Extending Lender”) wishing to have all or a portion of its Existing Commitments subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in effectsuch Extension Request of the amount of its Existing Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate portion of the Existing Commitments subject to Extension Elections exceeds the amount of the Extended Commitments requested pursuant to the Extension Request, unless otherwise provided for the portion of the Existing Commitments converted shall be allocated on a pro rata basis based on the amount of the Existing Commitments included in any each such Extension Election. (d) An Extended Class shall be established pursuant to an Additional Credit Extension Amendment or Incremental executed by the Extending Lenders (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender). No Additional Credit Extension Amendment shall provide for any Class of Extended Commitments in an aggregate principal amount that is less than $1,000,000. (e) Notwithstanding anything to the contrary contained in this Agreement, then on the Extension Effective Date, (i) such Letters the amount of Credit each Existing Commitment shall automatically be deemed reduced by an amount equal to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d) and (e)) under (and ratably participated in by Revolving Lenders) the amount converted into an Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) Commitment and (ii) if, on any Extension Effective Date, any Loans of any Extending Lender are outstanding under the applicable Existing Commitments, such Loans shall be deemed to the extent not reallocated be converted into Loans made pursuant to the immediately preceding clause Extended Commitments in the same proportion as such Extending Lender’s Existing Commitments are converted to Extended Commitments. (if) This Section 2.9 shall supersede any provisions in Section 5.2 [Pro Rata Treatment of Lenders], Section 5.3 [Sharing of Payments by Lenders] or Section 11.1 [Modifications, Amendments or Waivers] to the contrary. Each Extended Class shall be documented by an Additional Credit Extension Amendment executed by the Extending Lenders providing such Extended Class (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), Borrower shall Cash Collateralize any and the Additional Credit Extension Amendment may provide for such Letter of Credit amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence reasonable opinion of the Maturity Date with respect Administrative Agent and the Borrower, to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations provisions of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments Tranchethis Section 2.9.

Extended Commitments. If the Maturity Date with respect to Initial 2023 Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial 2023 Revolving Loans are in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d2.17(d) and (e)) under (and ratably participated in by Revolving Lenders) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at the Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j2.17(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments TrancheCommitments.

Extended Commitments. If the Initial Revolving Loan Maturity Date with respect to Initial Revolving Loans shall have occurred at a time when Extended U.S. Borrower Revolving Loan Commitments or Additional/Replacement Extended Canadian Borrower Revolving Loan Commitments that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders under the applicable Tranche to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d) and (e)Section 3.04 ) under (and ratably participated in by Revolving LendersLenders under the applicable Tranche pursuant to) the Extended U.S. Borrower Revolving Loan Commitments and Additional/Replacement or Extended Canadian Borrower Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction)Loan Commitments, as applicable, up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended U.S. Borrower Revolving Loan Commitments and Additional/Replacement or Extended Canadian Borrower Revolving Commitments Loan Commitments, as the case may be, thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Initial Revolving Loan Maturity Date with respect to Existing Revolving a given Tranche of Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments under a Tranche in any Letter of Credit under such Tranche issued before the Initial Revolving Loan Maturity Date applicable to such Existing Revolving Commitments TrancheDate.

Extended Commitments. If the Maturity Date with respect to Initial Closing Date Revolving Loans Commitments shall have occurred at a time when 2024 Revolving Commitments, Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effecta Non-Extended Maturity Date, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d) and (e)) under (and ratably participated in by Revolving Lenders) the 2024 Revolving Commitments, Extended Revolving Commitments and Additional/Replacement Revolving Commitments Revolving, Commitments, as applicable (allocated between 2024 Revolving Commitments, the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized 2024 Revolving Commitments, Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder thereunder, as applicable, at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Non-Extended Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of 2024 Revolving Commitments, Extended Revolving Commitments or Additional/Replacement Revolving Commitments Commitments, as applicable, in any Letter of Credit issued before the Non-Extended Maturity Date applicable to such Existing Revolving Commitments Tranche.

Extended Commitments. If the Maturity Date with maturity date in respect of any tranche of Commitments occurs prior to Initial Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in expiration of any Extension Amendment or Incremental AmendmentLetter of Credit, then (i) if one or more other tranches of Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) outstanding Loans shall be repaid pursuant to Section 2.09 on such maturity date in an amount sufficient to permit the reallocation of the LC Exposure relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Loans and payments in respect thereof pursuant to Sections 2.18(d2.04(c) and (e2.05(d)) under (and ratably participated in by Revolving LendersLenders pursuant to) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that (A) the participations therein of Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit (in accordance with the provisions of Section 2.18(j2.05(j)) no later than five Business Days prior to such maturity date. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Loans, the reallocation set forth in clause (i) shall automatically occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the prior second preceding sentence, the occurrence of the Maturity Date a maturity date with respect to Existing Revolving a given tranche of Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before such maturity date. Commencing with the Maturity Date applicable maturity date of any tranche of Commitments, the sublimit for Letters of Credit under any tranche of Commitments that has not so then matured shall be as agreed with the Lenders under such extended tranche; provided that in no event shall such sublimit be less than the sum of (x) the LC Exposure of the Lenders under such extended tranche immediately prior to such Existing maturity date and (y) the face amount of the Letters of Credit reallocated to such extended tranche pursuant to clause (i) above (assuming Loans are repaid in accordance with clause (i)(x)). Notwithstanding anything to the contrary in this Section or in any other provision in this Agreement, LC Exposure may not at any time exceed the aggregate amount of the Commitments for the tranche of Revolving Commitments TrancheLoans with the latest maturity date.

Extended Commitments. If the Maturity Date with respect to Initial InitialClosing Date Revolving Loans LoansCommitments shall have occurred at a time when 2024 Revolving Commitments, Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effecteffecta Non-Extended Maturity Date, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections 2.18(d) and (e)) under (and ratably participated in by Revolving Lenders) the 2024 Revolving Commitments, Extended Revolving Commitments and Additional/Replacement Revolving Commitments Revolving, Commitments, as applicable (allocated between 2024 Revolving Commitments, the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized 2024 Revolving Commitments, Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder thereunder, as applicable, at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Non-Extended Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of 2024 Revolving Commitments, Extended Revolving Commitments or Additional/Replacement Revolving Commitments Commitments, as applicable, in any Letter of Credit issued before the Non-Extended Maturity Date applicable to such Existing Revolving Commitments Tranche.

Extended Commitments. If (a) Subject to the Maturity terms and conditions set forth herein, each Extending Lender agrees (i) to the terms of this Amendment and the Credit Agreement as amended hereby, (ii)(x) to convert 100% of its Existing Commitments into Commitments as amended and extended pursuant to the terms of this Amendment (“Extended Commitments”), (y) to the extent applicable, to increase its Existing Commitments to the amounts set forth in Amended Schedule I under the headings “Revolving Credit Commitment”, “Multicurrency Commitment” and “Swingline Commitment” opposite such Extending Lender’s name (any such increase to its Existing Commitments, an “Additional Commitment”) and (iii) that the amount of its aggregate Commitments as of the First Amendment Effective Date shall be as set forth in Amended Schedule I under the headings “Revolving Credit Commitment”, “Multicurrency Commitment” and “Swingline Commitment” opposite such Extending Lender’s name (and, with respect to Initial the Issuing Lender, in the definition of “L/C Commitment” as amended by this Amendment). (b) The Existing Commitments of each Lender that is not an Extending Lender shall be replaced with Additional Commitments of an Extending Lender, at the discretion of the Administrative Agent, and the Existing Commitments of such Lender shall terminate as of the First Amendment Effective Date and the Borrower shall pay any and all amounts owing to such Lender in accordance with the Credit Agreement as in effect immediately prior to giving effect to this Amendment. (c) Each Extending Lender hereby agrees to waive any costs described in Section 3.11 of the Credit Agreement incurred by such Extending Lender to the extent they may arise in connection with this Amendment or the transactions contemplated hereby. (d) The Commitments and Revolving Credit Loans shall have occurred at a time when Extended Revolving be reallocated among the Extending Lenders listed on Amended Schedule I. On the First Amendment Effective Date and immediately after giving effect to such reallocations, the respective Commitments or Additionalof each Extending Lender shall be as set forth on Amended Schedule I (and, with respect to the Issuing Lender, in the definition of “L/Replacement Revolving Commitments that have a later Maturity Date C Commitment” as amended by this Amendment). With respect to such reallocation, each Extending Lender other than the Initial Revolving Loans are in effectJPMorgan Chase, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) such Letters of Credit Bank N.A. shall automatically be deemed to have been issued (including for purposes of acquired Commitments from JPMorgan Chase Bank, N.A. in accordance with procedures reasonably acceptable to the obligations of Administrative Agent such that substantially simultaneously with the Lenders to purchase participations therein and to make payments First Amendment Effective Date each Extending Lender listed on Amended Schedule I holds Commitments in respect thereof pursuant to Sections 2.18(d) and (e)) under (and ratably participated in by Revolving Lenders) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) equal to the extent not reallocated pursuant to amount set forth under the immediately preceding clause headings “Revolving Credit Commitment”, “Multicurrency Commitment” and “Swingline Commitment” opposite such Extending Lender’s name and each such Extending Lender holds its ratable share (i), Borrower shall Cash Collateralize any such Letter of Credit as calculated in accordance with Section 2.18(j). Except to the extent Amended Schedule I) of reallocations any outstanding Revolving Credit Loans and participations in Swingline Loans and Letters of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments TrancheCredit.

Extended Commitments. If the Maturity Date with maturity date in respect of any tranche of Commitments occurs prior to Initial Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in expiration of any Extension Amendment or Incremental AmendmentLetter of Credit, then (i) if one or more other tranches of Commitments in respect of which the maturity date shall not have occurred are then in effect, (x) outstanding Loans shall be repaid pursuant to Section 2.09 on such maturity date in an amount sufficient to permit the reallocation of the LC Exposure relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Loans and payments in respect thereof pursuant to Sections 2.18(d2.04(c) and (e2.05(d)) under (and ratably participated in by Revolving LendersLenders pursuant to) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that (A) the participations therein of Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit (in accordance with the provisions of Section 2.18(j2.05(j)) no later than five Business Days prior to such maturity date. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Loans, the reallocation set forth in clause (i) shall automatically occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the prior second preceding sentence, the occurrence of the Maturity Date a maturity date with respect to Existing Revolving a given tranche of Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before such maturity date. Commencing with the Maturity Date applicable maturity date of any tranche of Commitments, the sublimit for Letters of Credit under any tranche of Commitments that has not so then matured shall be as agreed with the Lenders under such extended tranche; provided that in no event shall such sublimit be less than the sum of (x) the LC Exposure of the Lenders under such extended tranche immediately prior to such Existing maturity date and (y) the face amount of the Letters of Credit reallocated to such extended tranche pursuant to clause (i) above (assuming Loans are repaid in accordance with clause (i)(x)). Notwithstanding anything to the contrary in this Section or in any other provision in this Agreement, LC Exposure may not at any time exceed the aggregate amount of the Commitments for the tranche of Revolving Commitments TrancheLoans with the latest maturity date.

Extended Commitments. If the Maturity Date with maturity date in respect of any tranche of Commitments occurs prior to Initial Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in expiration of any Extension Amendment or Incremental AmendmentLetter of Credit, then (i) if one or more other tranches of Commitments in respect of which the maturity date shall not have occurred THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 33 are then in effect, (x) outstanding Loans shall be repaid pursuant to Section 2.09 on such maturity date in an amount sufficient to permit the reallocation of the LC Exposure relating to the outstanding Letters of Credit contemplated by clause (y) below and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Loans and payments in respect thereof pursuant to Sections 2.18(d2.04(c) and (e2.05(d)) under (and ratably participated in by Revolving LendersLenders pursuant to) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that (A) the participations therein of Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), but without limiting the obligations with respect thereto, the Borrower shall Cash Collateralize cash collateralize any such Letter of Credit (in accordance with the provisions of Section 2.18(j2.05(j)) no later than five Business Days prior to such maturity date. If, for any reason, such cash collateral is not provided or the reallocation does not occur, the Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Loans, the reallocation set forth in clause (i) shall automatically occur to the extent of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to clause (i) of the prior second preceding sentence, the occurrence of the Maturity Date a maturity date with respect to Existing Revolving a given tranche of Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before such maturity date. Commencing with the Maturity Date applicable maturity date of any tranche of Commitments, the sublimit for Letters of Credit under any tranche of Commitments that has not so then matured shall be as agreed with the Lenders under such extended tranche; provided that in no event shall such sublimit be less than the sum of (x) the LC Exposure of the Lenders under such extended tranche immediately prior to such Existing maturity date and (y) the face amount of the Letters of Credit reallocated to such extended tranche pursuant to clause (i) above (assuming Loans are repaid in accordance with clause (i)(x)). Notwithstanding anything to the contrary in this Section or in any other provision in this Agreement, LC Exposure may not at any time exceed the aggregate amount of the Commitments for the tranche of Revolving Commitments TrancheLoans with the latest maturity date.

Extended Commitments. If (a) [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) The Company may, with the Maturity Date consent of each Person providing an Extended Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Commitments and to incorporate the terms of such Extended Commitments into this Agreement on substantially the same basis as provided with respect to Initial the Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments Commitments; provided that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) the establishment of any such Letters of Credit Extended Commitments shall automatically be deemed to have been issued (including for purposes accompanied by a corresponding reduction in the Revolving Commitments of the obligations applicable Class, (ii) any reduction in the Revolving Commitments may, at the option of the Lenders Company, be directed to purchase participations therein and to make payments in respect thereof a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Commitment, (iii) any Extended Commitments provided pursuant to Sections 2.18(dthis clause (d) shall be in a minimum principal amount of $200,000,000 and (e)) under (and ratably participated in by Revolving Lendersiv) the Extended aggregate amount of Revolving Commitments and Additional/Replacement Revolving Extended Commitments under which the European Borrower is a Borrower shall not at any time exceed $1,000,000,000. (allocated between e) Extended Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Extended Revolving Commitments Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Borrowers and the Additional/Replacement Revolving Commitments at Borrower’s direction), up other parties hereto. No Lender shall be under any obligation to an aggregate amount not to exceed the aggregate principal amount provide any Extended Commitment. (f) The provisions of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount this Section 2.20 shall override any provision of any Letter of Credit may be so reallocated) and (ii) Section 9.02 to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments Tranchecontrary.

Extended Commitments. If (a) [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) The Company may, with the Maturity Date consent of each Person providing an Extended Commitment, the Administrative Agent and any Person acting as swingline lender or issuing bank under such Extended Commitments, amend this Agreement pursuant to an Additional Credit Extension Amendment to provide for Extended Commitments and to incorporate the terms of such Extended Commitments into this Agreement on substantially the same basis as provided with respect to Initial the Revolving Loans shall have occurred at a time when Extended Revolving Commitments or Additional/Replacement Revolving Commitments Commitments; provided that have a later Maturity Date than the Initial Revolving Loans are in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then (i) the establishment of any such Letters of Credit Extended Commitments shall automatically be deemed to have been issued (including for purposes accompanied by a corresponding reduction in the Revolving Commitments of the obligations applicable Class, (ii) any reduction in the Revolving Commitments may, at the option of the Lenders Company, be directed to purchase participations therein and to make payments in respect thereof a disproportional reduction of such Revolving Commitments of any Lender providing an Extended Commitment, (iii) any Extended Commitments provided pursuant to Sections 2.18(dthis clause ‎(d) shall be in a minimum principal amount of $200,000,000 and (e)) under (and ratably participated in by Revolving Lendersiv) the Extended aggregate amount of Revolving Commitments and Additional/Replacement Revolving Extended Commitments under which the European Borrower is a Borrower shall not at any time exceed $1,000,000,000. (allocated between e) Extended Commitments shall be established pursuant to an Additional Credit Extension Amendment to this Agreement among the Borrowers, the Administrative Agent and each Lender providing an Extended Revolving Commitments Commitment which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender other than those consents required pursuant to this Agreement). Each Additional Credit Extension Amendment shall be binding on the Lenders, the Borrowers and the Additional/Replacement Revolving Commitments at Borrower’s direction), up other parties hereto. No Lender shall be under any obligation to an aggregate amount not to exceed the aggregate principal amount provide any Extended Commitment. (f) The provisions of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount this ‎Section 2.20 shall override any provision of any Letter of Credit may be so reallocated) and (ii) ‎Section 9.02 to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments Tranchecontrary.

Extended Commitments. If Notwithstanding anything herein to the contrary: (a) On or prior to the Second Amendment Effective Date, the Borrower shall prepay the outstanding Revolving Loans as necessary so that on such date, for purposes of effecting the cancellation of portions of the Commitments of the Extending Lenders as provided for in paragraph (b) of this Section 2.23, there shall be no outstanding Revolving Loans. Following such cancellations, on such effective date or thereafter, the Borrower may reborrow under the Commitments (including the Extended Commitments) as then in effect. (b) On or prior to the Second Amendment Effective Date, the Borrower shall prepay the outstanding Swingline Loans in full. (c) On the Second Amendment Effective Date, each Lender which is listed as having an “Extended Commitment” on Schedule 2.01 shall become an Extending Lender, and (i) the part of its Commitment in effect immediately prior to such effective date which is designated as its “Extended Commitment” on Schedule 2.01 shall be converted to be an Extended Commitment, (ii) the remaining portion of such Commitment shall be cancelled (but for each Extending Lender the portion of its Commitment in effect immediately prior to such effective date that will be cancelled will not be equal to more than 30/70ths of its Extended Commitment) and (iii) the Maturity Date as applicable to such Extended Commitment and any Revolving Loans made thereunder shall be extended to the Extended Maturity Date. (d) On the Second Amendment Effective Date, the Swingline Commitment of each Extending Lender that is a Swingline Lender shall be reduced to be equal to its Extended Commitment, and the Swingline Commitment of each Lender which is not an Extending Lender (a “Non-Extending Lender”) shall be irrevocably terminated. (e) On the Second Amendment Effective Date, the Commitment of ▇▇▇▇▇▇ Commercial Paper Inc. (the “Exiting Lender”) shall be irrevocably terminated, and the Exiting Lender shall no longer have any obligation under the Credit Agreement. (f) On the Second Amendment Effective Date, the Borrower and the Designated Borrowers shall pay all accrued interest and fees hereunder. (g) If on any date after the Second Amendment Effective Date, all or any part of the Commitment of a Non-Extending Lender is assigned to a new Lender or an Extending Lender and such new Lender or Extending Lender is willing for all or any part of such Commitment to be converted to be an Extended Commitment, such Lender shall give notice to the Borrower and the Administrative Agent thereof. Promptly following its receipt of such notice, the Borrower and Administrative Agent shall notify such new Lender or Extending Lender as to whether each is willing to consent to such conversion. If such consents are given, on the first Business Day following such notice which either is a day on which no Revolving Credit Exposures are outstanding or is June 15, 2012 (or, if such conversion is of all of such Commitment, on the fifth Business Day following such consent), such conversion shall become effective and the non-extended portion of such Commitment shall be cancelled (but the portion of such Commitment that will be cancelled will not be equal to more than 30/70ths of the Extended Commitment), provided that the aggregate amount of the Extended Commitments (including any Additional Commitments) shall not at any time exceed $1,000,000,000. In connection with any such conversion, the Borrower may pay such new Lender or Extending Lender, directly or through the Administrative Agent, such fees with respect thereto as it may agree with such new Lender or Extending Lender. (h) From the Second Amendment Effective Date to Initial June 15, 2012, all Revolving Loans shall have occurred at a be made and prepaid or repaid ratably in accordance with the Commitments (including the Extended Commitments and any Additional Commitments) of the Lenders from time when to time in effect. On June 15, 2012, only the Revolving Loans that are not Extended Revolving Commitments or Additional/Replacement Revolving Commitments Loans shall be due and payable, and each of the Extending Lenders consents and agrees to the payment thereof and agrees that have a later Maturity Date than the Initial Section 2.17(b) shall not apply to such payment. Commencing on June 15, 2012, all Revolving Loans are shall be made and prepaid or repaid ratably in effect, unless otherwise provided for in any Extension Amendment or Incremental Amendment, then accordance with the Extended Commitments. (i) such Letters From the Second Amendment Effective Date to June 15, 2012, the Revolving Credit Exposures in respect of Credit the Swingline Loans shall automatically be deemed to have been issued allocated ratably in accordance with the Commitments (including for purposes of the obligations Extended Commitments and any Additional Commitments) of the Lenders from time to purchase participations therein time in effect. The Borrower and to make payments the Designated Borrowers shall repay each Swingline Loan outstanding on June 15, 2012 on such day. Commencing on June 15, 2012, the Revolving Credit Exposures in respect thereof pursuant to Sections 2.18(d) and (e)) under (and ratably participated in by Revolving Lenders) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may Swingline Loans shall be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit allocated ratably in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving Commitments Tranche shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to such Existing Revolving Commitments TrancheCommitments.

Extended Commitments. If (a) [Reserved]. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) Notwithstanding anything to the Maturity Date contrary in Section 2.10(d), 2.11(a) or 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by any Borrower to all Revolving Facility Lenders, on a pro rata basis (based on the aggregate outstanding Revolving Facility Commitments) and on the same terms (“Pro Rata Extension Offers”), each Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments and to otherwise modify the terms of such Lender’s Loans and/or Commitments pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all the Revolving Facility Commitments are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to Initial such extension are the same. Any such extension (an “Extension”) agreed to between any Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an extended Revolving Loans shall have occurred at a time when Facility Commitment for such Lender (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”)). (f) The applicable Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Assumption Agreement and such other documentation as the Administrative Agent (as directed by the Designated Lender) shall reasonably specify to evidence the Extended Revolving Facility Commitments of such Extending Lender. Each Extension Assumption Agreement shall specify the terms of the applicable Extended Revolving Facility Commitments; provided that (i) except as to interest rates, fees and final maturity, any Extended Revolving Facility Commitment shall be (x) a Revolving Facility Commitment to make revolving loans with the same terms as then existing Revolving Facility Loans or Additional/Replacement (y) a Revolving Facility Commitment to make revolving loans with terms as shall be reasonably satisfactory to the Administrative Agent (as directed by the Designated Lender) and (v) any Extended Revolving Facility Commitments that have may participate on a later Maturity Date pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the Initial effectiveness of any Extension Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Loans are in effect, unless otherwise Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent (as directed by the Designated Lender) with the applicable Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (g) Upon the effectiveness of any Extension Amendment or Incremental Amendmentsuch Extension, then (i) the applicable Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, such Letters of Credit shall automatically Extending Lender will be deemed to have been issued an Extended Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including for purposes without limitation this Section 2.21), (i) the aggregate amount of Extended Revolving Facility Commitments will not be included in the calculation of the obligations Incremental Amount, (ii) no Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment; provided that any tranche of Extended Revolving Facility Commitments, as the case may be, shall be in a minimum principal amount of $10.0 million (or such lesser amount that is acceptable to the Administrative Agent and the Designated Lender), (iii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Lenders Extended Revolving Facility Commitment implemented thereby, (v) no consent of any Lender or Agent shall be required to purchase participations therein effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Commitments (or a portion thereof) and to make payments (vi) all Extended Revolving Facility Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. (i) Each Extension shall be consummated pursuant to Sections 2.18(dprocedures set forth in the applicable Pro Rata Extension Offer; provided that the Borrowers shall cooperate with the Administrative Agent (as directed by the Designated Lender) and (e)) under (and ratably participated in by Revolving Lenders) the Extended Revolving Commitments and Additional/Replacement Revolving Commitments (allocated between the Extended Revolving Commitments and the Additional/Replacement Revolving Commitments at Borrower’s direction), up prior to an aggregate amount not making any Pro Rata Extension Offer to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments and Additional/Replacement Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.18(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date establish reasonable procedures with respect to Existing Revolving Commitments Tranche shall have no effect upon (mechanical provisions relating to such Extension, including, without limitation, timing, rounding and shall not diminish) the percentage participations other adjustments and to ensure reasonable administrative management of the Lenders of Extended Revolving Commitments or Additional/Replacement Revolving Commitments in any Letter of Credit issued before the Maturity Date applicable to credit facilities hereunder after such Existing Revolving Commitments TrancheExtension.