Common use of Revolving Commitments Clause in Contracts

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such ▇▇▇▇▇▇’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Eurocurrency Loans or (other than in the case of Foreign Currency Loans) ABR Loans, Term Benchmark Loans or RFR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Loans Exposure then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) Commitment and (iii) no Borrowing Base B the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made Eurocurrency Loans. (c) Each Borrower shall repay all of its outstanding Revolving Loans, including Foreign Currency Loans, on the Maturity Date. (d) Notwithstanding anything to the extent that the aggregate amount contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of all Borrowing Base B Loans would exceed the Borrowing Base B Limitsuch Lender to make such Loan; provided further that Borrowing Base B Loans may any exercise of such option shall not be borrowed on any date in any rolling period affect the obligation of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Additional Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all to repay such Loan in accordance with the terms of this Agreement and conditions hereof. (b) The shall not cause any Borrower shall repay all outstanding Revolving Loans on or other Loan Party to incur as of the Termination Date. (c) The failure date of the exercise of such option any Lender to make any Revolving Loan required to be made by greater liability than it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredthen have under Section 2.19 or Section 2.20(a).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (b) The At any time prior to the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall repay all outstanding make, obtain or increase the amount of their Revolving Loans on Commitments by executing and delivering to the Termination Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) The failure Any additional bank, financial institution or other entity which, with the consent of any Lender to make any Revolving Loan required to be made by it the Borrower and the Administrative Agent (which consent shall not relieve any be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of its obligations hereunder; provided this Agreement. (d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the Commitments proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.11(a) based on the respective Revolving Percentages of the Lenders are several and no Lender after giving effect to such Increased Revolving Commitment Closing Date. (e) The Borrower shall be responsible for any other Lender’s failure to make repay the outstanding Revolving Loans as requiredof each Lender on the Revolving Termination Date applicable to such Lender.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each USD Revolving Lender severally agrees to make revolving credit loans (“USD Revolving Loans”) Loans to the Parent Borrower from time to time on any Business Day during the Revolving Commitment PeriodPeriod in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment or (ii) the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, at such times as the Parent Borrower may request in accordance with Section 2.2borrow, prepay and reborrow USD Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Multicurrency Revolving Lender agrees to make Multicurrency Revolving Loans to the Parent Borrower and/or the Subsidiary Borrowers (other than the Japanese Borrower) from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to which (i) does not exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingMulticurrency Revolving Commitment, does (ii) will not exceed result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment and (iii) will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment; provided. Within the foregoing limits and subject to the terms and conditions set forth herein, howeverthe Parent Borrower and/or the Subsidiary Borrowers may borrow, that prepay and reborrow Multicurrency Revolving Loans. (c) Subject to the terms and conditions set forth herein, each Yen Revolving Lender agrees to make Yen Revolving Loans to the Japanese Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which (i) no does not exceed such Lender’s Yen Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsCommitment, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Multicurrency Revolving Loan) and Commitment, (iii) no Borrowing Base B Loans shall be made will not result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment and (iv) will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the extent that terms and conditions set forth herein, only the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Japanese Borrower may borrow, prepay the and reborrow Yen Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans in dollars or in any Permitted Foreign Currency to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Availability Period in an aggregate principal amount at any one time that will not result in (a) the aggregate outstanding which, when added to principal amount of such Lender’s Applicable Percentage Revolving Loans exceeding such Lender’s Revolving Commitment, (b) the sum of the Aggregate Total Exposure exceeding the total Revolving Commitments or (c) any Lender’s Total Exposure exceeding such Lender’s Revolving Commitment; provided that the Borrower shall not request, and the Lenders shall not be required to fund, a Revolving Loan that is denominated in a Permitted Foreign Currency if after the making of such Revolving Loan, the Dollar Equivalent of the aggregate principal amount of Swingline all Revolving Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, outstanding that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets are denominated in a Permitted Foreign Currency (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such requested Revolving Loan) and (iii) no Borrowing Base B would exceed $500,000,000. All Revolving Loans shall will be made by all Lenders (including both 2015 Lenders and 2018 Lenders) in accordance with their pro rata share of the Revolving Commitments until the 2015 Revolving Commitment Maturity Date; thereafter, all Revolving Loans will be made by the 2018 Lenders in accordance with their pro rata share of the 2018 Revolving Commitments until the 2018 Revolving Commitment Maturity Date. Within the foregoing limits and subject to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. For the avoidance of doubt, on the 2015 Revolving Loans in whole or in part, and reborrowCommitment Maturity Date, all 2015 Loans outstanding on such date shall be paid in accordance with the terms full and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination 2018 Revolving Commitment Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender , all 2018 Loans outstanding on such date shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars or in one or more Alternative Currencies (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans Loans, the aggregate undrawn amount of all then outstandingoutstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed (i) the amount of such Lender’s Commitment; provided, however, that Revolving Commitment and (iii) no Revolving Loan shall be made to the extent any of the aggregate unpaid principal foregoing are denominated in Alternative Currencies, the Alternative Currency Sublimit. In addition, the amount of all the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans would shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Available Revolving Commitments then in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodeffect. During the Revolving Commitment Period, the Borrower may borrowuse the Available Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.11, provided that all Revolving Loans denominated in an Alternative Currency shall be Eurodollar Loans. Notwithstanding anything to the contrary contained herein, during the existence and continuation of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, which when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans made to it on the Revolving Termination Date. (c) The failure On the Amendment and Restatement Effective Date, (i) the Revolving Commitment of any each Additional Revolving Lender to make any that has an Existing Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender Commitment shall be responsible for any other automatically and without further action increased by an amount equal to such Additional Revolving Lender’s failure Additional Revolving Commitment and (ii) each Additional Revolving Lender that does not have an Existing Revolving Commitment shall automatically and without further action provide a new Revolving Commitment in an amount equal to make such Revolving Loans as requiredLender’s Additional Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Dollar Revolving Percentage of the LC Obligations then outstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans and Alternative Currency Revolving Loans denominated in Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination applicable Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to the aggregate outstanding amount of any Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Notwithstanding anything to the contrary contained herein, during the existence of a Default or an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans denominated in U.S. Dollars (“Revolving Loans”) to the Borrower Borrowers, in each case from time to time on any Business Day at such Borrower’s request during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the sum of (i) such Lender’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such Lender’s Swingline Exposure then outstanding (which, in the case of the Swingline Lender, shall be the aggregate principal amount of all Swingline Loans then outstanding, outstanding at such time less the participation amounts otherwise funded by the Revolving Lenders other than a Swingline Lender) does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made after giving effect to the extent the aggregate unpaid principal amount use of all proceeds of any Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on repay any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSwingline Loans. During the Revolving Commitment Period, the Period each Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Term Benchmark Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.7 or 2.14, or pursuant to Section 2.18, RFR Loans. (b) The Each Borrower shall repay all outstanding Revolving Loans made to such Borrower on the Revolving Termination Date. (c) The failure Borrower may, subject to the conditions to Borrowing set forth herein, request that any such repayment of any Lender a Swingline Loan be financed with the proceeds of a Borrowing under the Revolving Facility, upon which the Borrower’s obligation to make any Revolving such repayment of such Swingline Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make satisfied by the resulting borrowing under the Revolving Loans as requiredFacility.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such times as Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower may request in accordance with Section 2.2, from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans and Alternative Currency Revolving Loans denominated in Dollars may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination applicable Maturity Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (aA) Subject to If at any time (1) the terms Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and conditions hereof, each Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Obligations denominated in an aggregate principal amount at any one time outstanding whichAlternative Currency shall exceed the Alternative Currency Sublimit, when added to such Lender’s Applicable Percentage of (5) the aggregate principal amount Outstanding Amount of Swingline Loans then outstanding, does not shall exceed the Swingline Sublimit and (6) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount of such Lender’s Commitmentequal to the difference; provided, however, that that, except under the circumstances described in Section 2.03(a)(ii)(F), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and Swingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, (i) no the Outstanding Amount of Limited Currency Revolving Loan Obligations shall be made to exceed 105% of the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsAggregate Limited Currency Revolving Committed Amount, (ii) no Borrowing Base A Loans the Outstanding Amount of Multicurrency Revolving Obligations shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value 105% of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Aggregate Multicurrency Revolving Loan) and Committed Amount or (iii) no Borrowing Base B Loans the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofdifference. (bB) The If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall repay all outstanding Revolving Loans on Cash Collateralize the Termination Date. (c) The failure L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided time that the Commitments Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Lenders are several Alternative Currency L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency L/C Sublimit. The Administrative Agent may, at any time and no Lender shall from time to time after the initial deposit of such cash collateral, request that additional cash collateral be responsible for any other Lender’s failure provided in order to make Revolving Loans as requiredprotect against the results of further exchange rate fluctuations.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Dollar Revolving Lender severally agrees to make revolving credit loans (“Dollar Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, which when added to such Lender’s Applicable Dollar Revolving Percentage of the sum of (x) the Dollar L/C Obligations then outstanding and (y) the aggregate principal amount of the Dollar Swingline Loans then outstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Dollar Revolving Commitments by borrowing, prepay prepaying the Dollar Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Multicurrency Revolving Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans”) in Dollars or any Agreed Foreign Currency to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which when added to such Lender’s Multicurrency Revolving Percentage of the sum of (x) Multicurrency L/C Obligations then outstanding and (y) the aggregate principal amount of the Multicurrency Swingline Loans then outstanding, does not exceed the amount of such Lender’s Multicurrency Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Multicurrency Revolving Commitments by borrowing, prepaying the Multicurrency Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Multicurrency Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans and the Revolving Loans denominated in any Agreed Foreign Currency shall be Eurocurrency Loans, in each case, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (c) The Borrower shall repay all outstanding Revolving Loans of each Class made to it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), (i) each Class A Revolving Conduit Lender may in its sole discretion, and each Class A Revolving Committed Lender shall, if the Class A Revolving Conduit Lender in its related Class A Lender Group elects not to (or if there is no Class A Revolving Conduit Lender in its related Class A Lender Group), make Class A Revolving Loans to Company in an amount, for each Class A Lender Group, equal to its Class A Lender Group Percentage of the amount requested by Company pursuant to this Section 2.1, provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the extent that, after giving effect to such Class A Revolving Loan: a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Conduit Lending Limit (in the case of a Class A Revolving Conduit Lender) or Class A Revolving Commitment (in the case of a Class A Revolving Committed Lender); or c) the sum of (1) the aggregate Face Amount of Commercial Paper issued by the Class A Revolving Conduit Lender(s) in such Class A Lender Group to fund or maintain the Class A Revolving Loans hereunder and (2) the aggregate outstanding principal amount of the Class A Revolving Loans funded hereunder by the Lenders in such Class A Lender Group other than through the issuance of Commercial Paper, shall exceed the Class A Lender Group Limit for such Lender Group. (ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class B Revolving Lender severally agrees to make revolving credit loans (“Class B Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Company in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or b) the aggregate outstanding principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base Class B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereoffunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (A) such aggregate obligations shall not at any time exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the Borrowing Base at such time and (B) in no Revolving Loan event shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsoutstanding Letters of Credit at such time, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans would at such time, the aggregate principal balance of any Revolving Loans (including Swingline Loans) outstanding at such time, and the aggregate principal balance of any Term Loans outstanding at such time, collectively exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodAvailable Total Commitment. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including all outstanding Overadvances and Protective Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment; provided, howeverthat after giving effect to such Revolving Loans, that (i) no the Total Revolving Loan shall be made to the extent the aggregate unpaid principal amount Extensions of all Loans Credit would not exceed the Total Revolving Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment PeriodPeriod the Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay repaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Lender severally agrees that the Borrowers may incur a Competitive Bid Loan or Competitive Bid Loans pursuant to a Competitive Bid Borrowing from time to time during the period from the Closing Date to the Business Day immediately preceding the Revolving Termination Date; provided, that after giving effect to such Competitive Bid Borrowing, the Total Revolving Extensions of Credit would not exceed the Total Revolving Commitments. All Competitive Bid Loans shall be Revolving Loans. (c) The Borrower Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower Borrowers, without double-counting (i.e., amounts advanced by a Lender in respect of its Tranche A Commitment shall not be counted in reduction of its Tranche B Commitment, or vice versa) (x) in the case of Lenders with a Tranche A Commitment, in Dollars only, from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingoutstanding Tranche A L/C Obligations, does not exceed the amount of such Lender’s Tranche A Commitment, and (y) in the case of Lenders with a Tranche B Commitment, in Dollars or in an Alternate Currency, from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Applicable Percentage of the then outstanding Tranche ▇ ▇/C Obligations, does not exceed the amount of such Lender’s Tranche B Commitment; provided, however, provided that (i) no Revolving Money Market Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to available in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodan Alternate Currency. During the Commitment Period, Period the Borrower Borrowers may borrow, prepay use the Revolving Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall, at any time, the sum of the Revolving Exposure of all of the Lenders plus the aggregate principal amount of outstanding Competitive Loans exceed the aggregate Revolving Commitments then in effect. (bii) The Borrower Each Revolving Credit Loan shall repay all outstanding be made as part of a borrowing consisting of Revolving Credit Loans on made by the Termination Date. (c) Lenders in accordance with their respective Applicable Percentages of the Tranche A Commitments or the Tranche B Commitments, as applicable, and to the extent such Revolving Credit Loan is made shall constitute a use of the Tranche A Commitment or the Tranche B Commitment, as applicable. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.1. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required. (iii) Subject to Section 2.8 and Section 2.10, Revolving Credit Loans denominated in Dollars may from time to time be Eurocurrency Loans, ABR Loans, or Money Market Loans or a combination thereof, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4, provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date. Revolving Credit Loans denominated in an Alternate Currency shall be composed entirely of Eurocurrency Loans and shall only be made using Tranche B Commitments. Each Lender at its option may make any Revolving Credit Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, including Section 2.12, and no Lender shall make any such election if and to the extent the same would cause the applicable Borrower to increase its payment obligations hereunder. Subject to Section 2.8 and Section 2.10, any Competitive Loan may from time to time be a Eurocurrency Loan or a Fixed Rate Loan as the applicable Borrower may request in accordance with Section 2.1.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender Revolving Lender, severally agrees and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to make have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower in an amount equal to the amount of such Lender’s DIP Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date and (ii) agrees from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstandingAggregate Revolving Outstandings, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Commitment in effect at such time as at the date such Loan is to be made. The amount of each Revolving Lender’s Revolving Loans and Revolving Loan Commitment on the Closing Date (which shall be made equal to such Lender’s DIP Revolving Loan Commitment in effect immediately prior to the Closing Date) shall be equal to the amount reflected on the Register on the Closing Date, which amount shall be conclusive absent manifest error. Such Revolving Loans will, to the extent such DIP Revolving Loan was a Eurodollar Loan (as defined in the aggregate unpaid principal amount of all Loans would exceed Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the Total Commitmentssame Interest Period and, (ii) no Borrowing Base A Loans shall be made to the extent that such DIP Revolving Loan was a Base Rate Loan (as defined in the aggregate unpaid principal amount of all Borrowing Existing DIP Agreement), continue to be a Base A Loans would exceed the aggregate Rate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodhereunder. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 and 2.17. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, that does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any borrowing of Revolving Loans, (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Revolving Loans would and Swing Line Loans outstanding shall not exceed the Total Commitments, Revolving Commitments and (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Revolving Loans would exceed the aggregate Loan Value outstanding of any Lender, plus such Lender’s Revolving Percentage of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate outstanding amount of all Borrowing Base B Swing Line Loans would shall not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodLender’s Revolving Commitment. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. All borrowings of Revolving Loans made on the Closing Date shall be made as Base Rate Loans. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure Borrower may at any time and from time to time, upon 15 days prior written notice by the Borrower to the Administrative Agent, increase the Total Revolving Commitments by up to ONE HUNDRED MILLION DOLLARS ($100,000,000) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the Borrower and approved by the Administrative Agent; provided that: (i) any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof and the Borrower may make a maximum of three requests; (ii) no Default or Event of Default shall exist and be continuing at the time of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and such increase; (iii) no existing Lender shall be responsible for under any other obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s failure sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (B) any existing Lender electing to make increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent; and (v) as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of such increase signed by a Responsible Officer of each Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or the resultant increased amount, and (B) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 3 and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 3.1 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1, and (2) no Default or Event of Default exists. The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase to the extent necessary to keep the outstanding Revolving Loans as requiredratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. In connection with any such increase in the Total Revolving Commitments, Schedule 1.1 (a) shall be revised by the Administrative Agent to reflect the new Revolving Commitments.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Existing Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of Existing Revolving Commitment and during the aggregate principal amount of Swingline Loans then outstandingperiod from the date any Extended Revolving Commitments are established, does not exceed until the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) Commitment Termination Date with respect to such Extension Series of Revolving Loan) and Commitments (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the “Extended Revolving Commitment Period”), the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with subject to the terms and conditions hereof. (b) The Borrower shall repay all outstanding , each Lender severally agrees to make Extended Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Extended Revolving Commitment for such Extension Series of Extended Revolving Loans; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period and the Extended Revolving Commitment Period, as applicable. Each Lender’s Revolving Commitment shall expire on the applicable Revolving Commitment Termination Date. Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date (c) The failure of it being understood that in the event any Lender Extended Revolving Commitments are established, such Extended Revolving Commitments shall, subject to make any Section 2.25, be terminated (and all Extended Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments Loans of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsame Extension Series repaid) on dates set forth in the applicable Extension Agreement).”

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (together with the Swingline Loans and Multicurrency Loans, “Revolving Loans”) to the Borrower and any Subsidiary Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.6) to such Revolving Lender’s Applicable Revolving Percentage of the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and any Subsidiary Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and any Subsidiary Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Borrower and any Subsidiary Borrower shall repay all outstanding Revolving Loans made to it on the Termination and Revolving Loan Maturity Date. (c) Subject to the terms and conditions hereof, each Revolving Lender severally agrees, from time to time during the Revolving Commitment Period, to make revolving credit loans denominated in one or more Foreign Currencies (“Multicurrency Loans”) to the Borrower and any Subsidiary Borrower in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which, when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.7) to such Revolving Lender’s Revolving Percentage of the aggregate principal amount of the Swingline Loans then outstanding, shall not exceed the amount of such Revolving Lender’s Revolving Commitment. The failure Borrower and any Subsidiary Borrower shall not request and no Revolving Lender shall be required to make any Multicurrency Loan if, after making such Multicurrency Loan the Total Revolving Extensions of Credit shall exceed the Total Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may borrow, prepay and reborrow Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans shall be Eurodollar Loans. (d) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereundersuch Loan; provided that any exercise of such option shall not affect in any manner the Commitments obligation of the Lenders are several and no Borrower to repay such Loan in accordance with the terms of this Agreement. Each such domestic or foreign branch or Affiliate of such Lender shall be responsible for any other subject to the requirements of Sections 2.18, 2.19 and 2.21 to the same extent as if it were a Lender and no such domestic or foreign branch or Affiliate of a Lender shall be entitled to the benefits of Section 2.19 unless such domestic or foreign branch or Affiliate complies with Section 2.19(e) as if it were a Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each (i) US Revolving Lender severally agrees to make revolving credit loans (“US Revolving Loans”) denominated in Dollars to the Borrower Company from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Revolver Availability Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable US Revolving Percentage of the L/C Obligations then outstanding, does not exceed such Lender’s US Revolving Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans” and together with the US Revolving Loans, “Revolving Loans”) denominated in a Multicurrency to the Company and the Foreign Subsidiary Borrowers, from time to time during the Revolver Availability Period in an aggregate principal amount (including the Dollar Equivalent of the aggregate principal amount of Swingline any such Multicurrency Revolving Loans then outstanding, denominated in a Multicurrency other than Dollars) at any one time outstanding which does not exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, provided that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all US Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that plus the aggregate unpaid principal amount of all Borrowing Base A L/C Obligations plus the aggregate principal amount of Multicurrency Revolving Loans would shall not exceed the aggregate Loan Value of Revolving Commitments. Within the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) foregoing limits and (iii) no Borrowing Base B Loans shall be made subject to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the a Borrower may borrow, prepay and reborrow Revolving Loans. The Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Revolving Loans in whole or in part, Company and reborrow, all notified to the Administrative Agent in accordance with the terms and conditions hereof. (b) Section 2.05, subject to Section 2.11. The Borrower shall repay all outstanding Multicurrency Revolving Loans on the Termination Date. (c) The failure of denominated in any Lender to make any Revolving Loan required to be made by it shall not relieve any Multicurrency other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender than Dollars shall be responsible for any other Lender’s failure to make Revolving Eurocurrency Loans as requiredin accordance with Section 2.05.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (b) Notwithstanding the foregoing, no Lender shall be obligated to make a Revolving Loan hereunder if the aggregate principal amount at any one time outstanding of such Lender’s Revolving Percentage of the Total Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. 509265-1754-14343-Active.16873744.13 (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (a) Subject From the Effective Date until the Facility Termination Date, subject to the terms and conditions hereofset forth in this Agreement, each USD Tranche Lender severally agrees with the other USD Tranche Lenders to make revolving credit loans (“USD Tranche Revolving Loans”) Loans to Borrowers in U.S. Dollars and participate in USD Tranche LCs issued upon the request of Company, and each Multicurrency Tranche Lender severally agrees with the other Multicurrency Tranche Lenders to make Multicurrency Tranche Revolving Loans in U.S. Dollars or Canadian Dollars, and to participate in Multicurrency Tranche LCs, provided that, after giving effect to the Borrower from time to time on any Business Day during making of each such Loan and the Commitment Period, at issuance of each such times as Facility LC: (i) the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount U.S. Dollar Amount of such Lender’s CommitmentOutstanding Credit Exposure shall not exceed its Commitment Amount; provided, however, that (iii) no Revolving Loan the Aggregate Outstanding USD Tranche Credit Exposure shall be made to not exceed the extent Aggregate USD Tranche Commitment Amount; (iii) the aggregate unpaid Aggregate Outstanding Multicurrency Tranche Credit Exposure shall not exceed the Aggregate Multicurrency Tranche Commitment Amount; (iv) the Aggregate Outstanding Credit Exposure (excluding the principal amount of all Loans would the Term Loans) owing by Borrowing Subsidiaries shall not exceed the Total Commitments, Maximum Borrowing Subsidiary Amount; and (iiv) no Borrowing all Base A Rate Loans shall be made in U.S. Dollars. Subject to the extent that the aggregate unpaid principal amount terms of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodthis Agreement, the Borrower Borrowers may borrow, prepay the Revolving Loans in whole or in partrepay, and reborrow, all in accordance with reborrow at any time before the Facility Termination Date. Each LC Issuer shall issue Facility LCs on the terms and conditions hereof. (b) The Borrower set forth in Part B of this Article II. Loans may be obtained and maintained, at Company’s election but subject to the limitations of this Agreement, as Base Rate Advances or Eurocurrency Advances. On the Effective Date, Company, Agent, and the Lenders acknowledge and agree that the aggregate outstanding principal balance of the “Revolving Loans” under the Existing Credit Agreement shall repay all outstanding be deemed to be the initial USD Tranche Revolving Loans under this Agreement. There are no Multicurrency Tranche Revolving Loans on the Effective Date. The Commitments to extend credit under this Agreement expire on the Facility Termination Date. Borrowers shall pay all Obligations in full on the Facility Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans in Dollars to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed, that (i) no only in the currency borrowed, during the Revolving Loan shall Commitment Period. All Revolving Loans will be made to by all Revolving Lenders (including both 2018 Revolving Lenders and 2020 Revolving Lenders) in accordance with their Pro Rata Share of the extent Revolving Commitments until the aggregate unpaid principal amount of 2018 Revolving Commitment Maturity Date; thereafter, all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall will be made to by the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value 2020 Revolving Lenders in accordance with their Pro Rata Share of the Pledged Eligible Assets (including 2020 Revolving Commitments until the Pledged Eligible Assets referred to in Section 2.2(a)(ii) 2020 Revolving Commitment Maturity Date. Each Lender’s Revolving Commitment shall expire on the applicable Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to such Revolving Loan) Loans and (iii) no Borrowing Base B Loans such Revolving Commitments shall be made to paid in full no later than such applicable date. For the extent that avoidance of doubt, on the aggregate amount of 2018 Revolving Commitment Termination Date, all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the 2018 Revolving Loans outstanding on such date shall be paid in whole or in part, full and reborrowon the 2020 Revolving Commitment Termination Date, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding 2020 Revolving Loans outstanding on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender such date shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the sum of (i) the RC LC Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that each such Lender shall repay all outstanding obtain a Revolving Loans on Commitment or increase the Termination amount of its existing Revolving Commitment, as applicable, in each case by executing and delivering to the Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than three Increased Revolving Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) The failure Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Revolving Lender" under this Agreement in connection with any transaction described in Section 2.2(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender Supplement"), substantially in the form of Exhibit O, whereupon such bank, financial institution or other entity (a "New Revolving Lender") shall become a Revolving Lender for all purposes and to make any the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Revolving Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, on each Increased Revolving Facility Closing Date (i) all outstanding Revolving Loans shall be converted into a single Revolving Loan required that is a Eurodollar Loan (with an interest period to be made selected by it the Borrower), and upon such conversion the Borrower shall not relieve pay any other Lender amounts owing pursuant to Section 2.20, if any, (ii) any new borrowings of Revolving Loans on such date shall also be part of such single Revolving Loan and (iii) all Revolving Lenders (including the New Revolving Lenders) shall hold a portion of such single Revolving Loan equal to its obligations hereunder; provided that the Commitments of the Lenders are several Revolving Percentage thereof and no Lender any fundings on such date shall be responsible for any other Lender’s failure made in such a manner so as to make Revolving Loans as requiredachieve the foregoing.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), (i) each Class A Revolving Conduit Lender severally agrees may in its sole discretion, and each Class A Revolving Committed Lender shall, if the Class A Revolving Conduit Lender in its related Class A Lender Group elects not to (or if there is no Class A Revolving Conduit Lender in its related Class A Lender Group), make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an amount, for each Class A Lender Group, equal to its Class A Lender Group Percentage of the amount requested by Company pursuant to this Section 2.1, provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Conduit Lending Limit (in the case of a Class A Revolving Conduit Lender) or Class A Revolving Commitment (in the case of a Class A Revolving Committed Lender); or c) the sum of (1) the aggregate Face Amount of Commercial Paper issued by the Class A Revolving Conduit Lender(s) in such Class A Lender Group to fund or maintain the Class A Revolving Loans hereunder and (2) the aggregate outstanding principal amount of the Class A Revolving Loans funded hereunder by the Lenders in such Class A Lender Group other than through the issuance of Commercial Paper, shall exceed the Class A Lender Group Limit for such Lender Group. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding , including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class B Revolving Lender may, but is under no obligation to, make Class B Revolving Loans on to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided, that notwithstanding anything to the Termination Date. (c) The failure of contrary herein, no Class B Revolving Lender shall have any Lender commitment or obligation to make any Class B Revolving Loan required at any time or for any reason; provided, further that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to be made by it shall not relieve any other Lender the extent that, after giving effect to such Class B Revolving Loan: a) the Total Utilization of its obligations hereunderClass B Revolving Commitments exceeds the Class B Borrowing Base; provided that or b) the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each USD Revolving Lender severally agrees to make revolving credit loans (“USD Revolving Loans”) Loans to the Parent Borrower from time to time on any Business Day during the Revolving Commitment PeriodPeriod in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment or (ii) the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, at such times as the Parent Borrower may request in accordance with Section 2.2borrow, prepay and reborrow USD Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Euro Revolving Lender agrees to make Euro Revolving Loans to the Parent Borrower and/or the Subsidiary Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to which (i) does not exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingEuro Revolving Commitment, does (ii) will not exceed result in such Lender’s Revolving Credit Exposure exceeding the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) Commitment and (iii) no Borrowing Base B Loans shall be made will not result in the total Revolving Credit Exposure exceeding the total Revolving Commitment. Within the foregoing limits and subject to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Parent Borrower and/or the Subsidiary Borrower may borrow, prepay the and reborrow Euro Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, including implementation of Reserves, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment; provided. In addition, however, that (A) such aggregate obligations shall not at any time exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the Borrowing Base at such time and (B) in no Revolving Loan event shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsoutstanding Letters of Credit at such time, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans would at such time, and the aggregate principal balance of any Revolving Loans outstanding at such time the aggregate principal balance of any Term Loans outstanding at such time, collectively exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodAvailable Total Commitment. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof.. The Revolving Loans may from time to time be SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances and Protective Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, on the First Refinancing Amendment Effective Date, each New Revolving Lender severally agrees to make revolving credit loans (“available Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request Commitments in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed set forth on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofits signature page hereto. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments commitments of the New Revolving Lenders are several several, and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make New Revolving Loans. (c) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the First Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the New Revolving Commitments shall constitute “Revolving Commitments” and “Other Revolving Commitments”, (ii) the New Revolving Loans shall constitute “Revolving Loans” and “Other Revolving Loans” and (iii) each New Revolving Lender shall become an “Additional Lender”, a “Revolving Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Revolving Commitment (or, following the making of a New Revolving Loan, a Revolving Loan). (d) On the First Refinancing Amendment Effective Date, all Original Revolving Commitments shall be terminated, and all Original Revolving Loans shall be deemed repaid and such portion thereof that were ABR Loans shall be reborrowed as requiredABR Loans by the Borrowers and such portion thereof that were Eurocurrency Loans shall be reborrowed as Eurocurrency Loans by the Borrowers (it being understood that for each tranche of Original Revolving Loans that were Eurocurrency Loans, (x) the initial Interest Period for the relevant reborrowed Eurocurrency Loans shall equal the remaining length of the Interest Period for such tranche and (y) the Adjusted LIBO Rate for the relevant reborrowed Eurocurrency Loans during such initial Interest Period shall be the Adjusted LIBO Rate for such tranche immediately prior to the First Refinancing Amendment Effective Date) and the New Revolving Lenders shall advance funds to the Administrative Agent no later than 12:00 Noon, New York City time on the First Refinancing Amendment Effective Date as shall be required to repay the Original Revolving Loans of Revolving Lenders such that each Revolving Lender’s share of outstanding Revolving Loans on the First Refinancing Amendment Effective Date is equal to its Applicable Percentage (after giving effect to the First Refinancing Amendment Effective Date).

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Revolving Lender severally agrees to make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an aggregate amount up to but not exceeding such Class A Revolving Lender’s Revolving Commitment; provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; or (b) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Revolving Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; or (b) The Borrower shall repay all the aggregate outstanding principal amount of the Class B Revolving Loans on the Termination Datefunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, (i) each Tranche 1 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 1 Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Tranche 1 Outstanding Revolving Credit exceeding such Lender’s Tranche 1 Revolving Commitment or (iB) no the Dollar Amount of Tranche 1 Revolving Loan shall be made to Loans and Tranche 3 Revolving Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsTranche 1-3 Alternative Currency Revolving Sublimit, (ii) no Borrowing Base A Loans shall be made each Tranche 2 Revolving Lender severally agrees to the extent that the make to QVC or zulily revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 2 Revolving Loans”) in an aggregate unpaid principal amount that will not result at the time of all such Borrowing Base A in (A) the Dollar Amount of such Lender’s Tranche 2 Outstanding Revolving Credit exceeding such Lender’s Tranche 2 Revolving Commitment or (B) the Dollar Amount of Tranche 2 Revolving Loans would exceed in Alternative Currencies exceeding the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Tranche 2 Alternative Currency Revolving Loan) Sublimit and (iii) no each Tranche 3 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 3 Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing Base B in (A) the Dollar Amount of such Lender’s Tranche 3 Outstanding Revolving Credit exceeding such Lender’s Tranche 3 Revolving Commitment or (B) the Dollar Amount of Tranche 1 Revolving Loans shall be made to and Tranche 3 Revolving Loans in Alternative Currencies exceeding the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodTranche 1-3 Alternative Currency Revolving Sublimit. During the Revolving Commitment PeriodPeriod (i) QVC may use the Tranche 1 Revolving Commitments and Tranche 3 Revolving Commitments by borrowing, prepaying the Borrower Tranche 1 Revolving Loans and Tranche 3 Revolving Loans, respectively, in whole or in part, and reborrowing, and (ii) QVC and zulily may borroweach use the Tranche 2 Revolving Commitments by borrowing, prepay prepaying the Tranche 2 Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under a Revolving Facility shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments under such Revolving Facility. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Commitments under the Tranche 1 Revolving Facility, Tranche 2 Revolving Facility or Tranche 3 Revolving Facility, as applicable. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed ▇▇▇▇▇▇’s Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Loans exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, that Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment or (iB) no the Dollar Amount of Revolving Loan shall be made to Loans in Alternative Currencies exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Alternative Currency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodSublimit. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under the Revolving Commitments shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate principal amount that is equal to the entire unused balance of the Total Revolving Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation, delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed Lender’s Class A Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation, delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Extensions of Credit of such Lender at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does do not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowre-borrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10. Notwithstanding the foregoing and for the avoidance of doubt, on the Effective Date, the Revolving Loans made by Capital One under and as defined in the Existing Credit Agreement (the “Existing Revolving Loans”) shall be continued or “rolled over” as Revolving Loans under this Agreement, and on the Effective Date, Capital One shall be deemed to have assigned to each Revolving Lender a portion of such Existing Revolving Loans in an amount equal to its Revolving Percentage thereof. For the avoidance of doubt, on the Effective Date, the Term Loans under and as defined in the Existing Credit Agreement shall be deemed to be paid, discharged and satisfied in full. (b) The Borrower shall repay all outstanding Revolving Loans and Swing Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally agrees and not jointly, to make revolving credit loans (“Revolving Credit Loans”) in Dollars to the Borrower or any Domestic Subsidiary Borrower, at any time and from time to time on any Business Day during and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period, at of such times as the Borrower may request in accordance with Section 2.2Lender, in an aggregate principal amount at any one time outstanding which, when added not to exceed such Lender’s Applicable Percentage Revolving Commitment minus the sum of such Lender’s pro rata share of (i) the then current Revolving L/C Exposure and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed outstanding at such time plus the amount of by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender’s Commitment; providedRevolving Commitment pursuant to Section 2.20 subject, however, to the conditions that (a) at no time shall (i) no the Revolving Loan shall be made to Credit Exposure exceed (ii) the extent Total Revolving Commitment and (b) at all times the outstanding aggregate unpaid principal amount of all Revolving Credit Loans would exceed made by each Revolving Lender shall equal the product of (i) the percentage that its Revolving Commitment represents of the Total Commitments, Revolving Commitment times (ii) no Borrowing Base A Loans shall be made to the extent that the outstanding aggregate unpaid principal amount of all Borrowing Base A Revolving Credit Loans would exceed made pursuant to a notice given by the aggregate Loan Value Borrower or any Subsidiary Borrower under Section 2.3. The Revolving Commitments of the Pledged Eligible Assets (including the Pledged Eligible Assets referred Lenders may be terminated or reduced from time to in time pursuant to Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole 2.14 or in part, and reborrow, all in accordance with the terms and conditions hereofSection 7. (b) The Within the foregoing limits, the Borrower shall and any Domestic Subsidiary Borrower may borrow, pay or repay all outstanding and reborrow Revolving Credit Loans hereunder, on and after the Termination Closing Date and prior to the Maturity Date, upon the terms and subject to the conditions and limitations set forth herein. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject During the Tranche 1 Revolving Commitment Period, subject to the terms and conditions hereof, each Lender Bank severally agrees to make revolving credit loans (“Tranche 1 Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Periodeach of Xerium, at such times as the Borrower may request in accordance with Section 2.2XTI, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Weavexx in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such LenderBank’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Tranche 1 Revolving Commitment; provided, howeverthat after giving effect to the making of any Revolving Loans in no event shall the (A) Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect and (B) Total Utilization of Tranche 1 Revolving Commitments exceed the Tranche 1 Revolving Commitments then in effect; and provided, further, that (i) no Revolving Loan shall be made to for a period of at least 30 consecutive days during each Fiscal Year, commencing with the extent Fiscal Year ended December 31, 2005, the aggregate unpaid outstanding principal amount of Tranche 1 Revolving Loans (other than the aggregate amount available for drawing under all Letters of Credit then outstanding) shall be zero. Amounts borrowed pursuant to this Section 2.2(a)(i) may be repaid and reborrowed during the Tranche 1 Revolving Commitment Period. Each Bank’s Tranche 1 Revolving Commitment shall expire on the Tranche 1 Revolving Commitment Termination Date and all Tranche 1 Revolving Loans would exceed and all other amounts owed hereunder with respect to the Total Commitments, Tranche 1 Revolving Loans and the Tranche 1 Revolving Commitments shall be paid in full no later than such date. (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Tranche 2 Revolving Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with subject to the terms and conditions hereof. (b) The Borrower shall repay all outstanding , each Bank severally agrees to make Tranche 2 Revolving Loans to Xerium in an aggregate amount up to but not exceeding such Bank’s Tranche 2 Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the (A) Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect and (B) Total Utilization of Tranche 2 Revolving Commitments exceed the Tranche 2 Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a)(ii) may be repaid and reborrowed during the Tranche 2 Revolving Commitment Period. Each Bank’s Tranche 2 Revolving Commitment shall expire on the Tranche 2 Revolving Commitment Termination Date. (c) The failure of any Lender Date and all Tranche 2 Revolving Loans and all other amounts owed hereunder with respect to make any the Tranche 2 Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that Loans and the Tranche 2 Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full no later than such date.

Revolving Commitments. (a) Subject to the terms and conditions hereofof --------------------- this Agreement, each Lender who has agreed to provide a Revolving Commitment severally agrees to make revolving credit loans (“Revolving Loans”) advances to IB prior to the Distribution and thereafter to the Borrower (who shall assume all Obligations of IB as part of the Distribution and IB shall be released therefrom concurrently therewith) from time to time on any Business Day during from and including the Commitment Period, at such times as Closing Date to but excluding the Borrower may request in accordance with Section 2.2, Termination Date in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding the amount of such Lender’s 's Revolving Commitment as then in effect; provided, however, (a) the Outstanding Revolving Credit applicable to a -------- ------- Lender shall not at any time exceed such Lender's Revolving Commitment, minus ----- such Lender's Commitment Percentage times the amount available to be drawn against Letters of Credit and minus such Lender's Commitment Percentage of the ----- Swingline Advances then outstanding, (b) the Outstanding Revolving Credit of all of the Lenders shall not at any time exceed the aggregate Revolving Commitments, minus the amount available to be drawn against Letters of Credit and minus the ----- Swingline Advances then outstanding; provided, however, that the aggregate to -------- ------- the Loans requested, Swingline Advances then outstanding and amounts available to be drawn against Letters of Credit) shall not exceed the Borrowing Base. It is expressly understood and agreed that the Lenders may and at present intend to use the Borrowing Base as a maximum ceiling on Revolving Credit Loans to the Borrower; provided, however, that it is agreed that should the Revolving -------- ------- Credit Loans exceed the ceiling so determined or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute secured Obligations and, as such, shall be entitled to all benefits thereof and security therefor. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the amount of the Revolving Commitments and may establish Base Rate Accounts and Libor Accounts thereunder and, until the Termination Date, the Borrower may Continue Libor Accounts established under the Revolving Loans or Convert Accounts established under the Revolving Loans of one Type into Accounts of the other Type. Accounts of each Type under the Revolving Loan made by each Lender shall be established and maintained at such Lender's Applicable Lending Office for Revolving Loans of such Type. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and NationsBank may at its discretion from time to time advance (but shall in no event be obligated to advance), Revolving Loans which are to be funded solely by NationsBank (the "Swingline Advances"); provided, however, that ------------------ -------- ------- (i) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed Twenty Million Dollars ($20,000,000) and the aggregate principal amount of the Revolving Loans outstanding at any time (inclusive of the Swingline Advances minus the amount available to be drawn ----- against Letters of Credit) shall not exceed the aggregate principal amount of the Revolving Commitments minus the amount available to be drawn against Letters ----- of Credit, (ii) the Borrower shall pay interest on all Swingline Advances at an interest rate equal to the Federal Funds Rate plus one and five hundred seventy- five thousandths of one percent (1.575%), (iii) the Outstanding Revolving Credit shall never exceed the Borrowing Base, and (iv) NationsBank shall give the Administrative Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Administrative Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one Business Day's prior written notice given by NationsBank to the Administrative Agent and the other Lenders at any time and from time to time (including, without limitation, at any time following the occurrence of a default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Termination Date, each Lender (including, without limitations, NationsBank) severally agrees, as provided in the first sentence of this Section 2.1, and notwithstanding anything ----------- to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries or any other Loan Party to satisfy any condition precedent to funding any of the Revolving Loans contained in Article 8 (which conditions precedent shall not apply to this --------- sentence), to make a Revolving Loan, in the form of a Base Rate Account, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Loans Advances then outstanding, does not exceed and the amount proceeds of such Lender’s Commitment; provided, however, that (i) no Revolving Loan Loans shall be made promptly paid by the Administrative Agent to the extent NationsBank and applied as a repayment of the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofSwingline Advances then outstanding. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (i) each US$ Revolving Lender severally agrees to make revolving credit loans in Dollars (“US$ Revolving Loans”) to the Parent Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable US$ Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no US$ Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Commitment and (ii) no Borrowing Base A Loans shall be made each Multicurrency Revolving Lender severally agrees to make revolving credit loans in Dollars and each Alternative Currency (“Multicurrency Revolving Loans”) to the extent that Parent Borrower and the Foreign Subsidiary Borrowers from time to time during the Revolving Commitment Period in an aggregate unpaid principal amount of all Borrowing Base A Loans would at any one time outstanding which does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Multicurrency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodCommitment. During the Revolving Commitment PeriodPeriod the relevant Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans denominated in Dollars, ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) The Each Borrower shall repay all outstanding Revolving Loans borrowed by it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower and/or the Co-Borrower, as the case may be, from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.6(b)) to the sum of (i) such Lender’s Applicable Revolving Percentage of the L/C Obligations then outstanding, (ii) such Lender’s Swingline Exposure then outstanding and (iii) the Dollar Equivalent of the aggregate principal amount of Swingline the Foreign Currency Loans of such Lender then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and the Co-Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower or the Co-Borrower, as applicable, and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Foreign Currency Loans to the Borrower and/or the Co-Borrower, as the case may be, from time to time during the Revolving Commitment Period; provided that after giving effect to the requested Foreign Currency Loan (and after giving effect to any application of proceeds of such Foreign Currency Loans pursuant to Section 2.6(b)) (i) the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time shall not exceed the Foreign Currency Sublimit, (ii) the sum of (x) such Lender’s Revolving Percentage of the L/C Obligations then outstanding, (y) such Lender’s Swingline Exposure then outstanding and (z) the outstanding amount of such Lender’s Revolving Loans (including the Dollar Equivalent of any Foreign Currency Loans) shall not exceed such Lender’s Revolving Commitment, and (iii) the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. Each Revolving Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower and/or the Co-Borrower to repay such Loan in accordance with the terms of this Agreement. (c) The Borrower and the Co-Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount sum of Swingline Loans the L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. (b) Notwithstanding the foregoing, no Lender shall be obligated to make a Revolving Loan hereunder if the aggregate principal amount at any one time outstanding of such Lender’s Revolving Percentage of the Total Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment. (c) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder. (d) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, (i) each Tranche 1 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 1 Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Applicable Percentage of Borrowing in (A) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount Dollar Amount of such Lender’s Commitment; provided, however, Tranche 1 Outstanding Revolving Credit exceeding such Lender’s Tranche 1 Revolving Commitment or (B) the Dollar Amount of Tranche 1 Revolving Loans in Alternative Currencies exceeding the Tranche 1 Alternative Currency Revolving Sublimit and (ii) each Tranche 2 Revolving Lender severally agrees to make to QVC or zulily revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 2 Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Tranche 2 Outstanding Revolving Credit exceeding such Lender’s Tranche 2 Revolving Commitment or (B) the Dollar Amount of Tranche 2 Revolving Loans in Alternative Currencies exceeding the Tranche 2 Alternative Currency Revolving Sublimit. During the Revolving Commitment Period (i) no QVC may use the Tranche 1 Revolving Loan shall be made to Commitments by borrowing, prepaying the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsTranche 1 Revolving Loans, in whole or in part, and reborrowing, and (ii) no Borrowing Base A Loans shall be made to QVC and zulily may each use the extent that Tranche 2 Revolving Commitments by borrowing, prepaying the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Tranche 2 Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.05. (b) The Borrower Each Revolving Loan under a Revolving Facility shall repay all outstanding be made as part of a Borrowing consisting of Revolving Loans on made by the Termination Date. (c) Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments under such Revolving Facility. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required. (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Commitments under the Tranche 1 Revolving Facility or Tranche 2 Revolving Facility, as applicable. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15 Eurocurrency Revolving Borrowings outstanding.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) At any time prior to the fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including any New Lender) may agree that such Lender or Lenders shall make or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving Commitment and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) at no time may the Total Revolving Commitments exceed $500,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) any increase effected pursuant to this Section 2.1(b) shall be in a minimum amount of at least $25,000,000, (iv) no more than two Increased Revolving Commitment Closing Dates may be selected by the Borrower during the term of this Agreement and (v) prior to the Collateral Release Date, no increase of Revolving Commitments pursuant to Section 2.1(b) shall be effective until Section 3(c) of the KGE Collateral Agreement is satisfied. No Lender shall have any obligation to participate in any increase described in this Section 2.1(b) unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity (each, a “New Lender”) that, in the case of an institution that is not an Approved Fund or an affiliate of a then-existing Lender, with the consent of the Administrative Agent and each Issuing Lender (which consent, in each case, shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank, financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, each Lender (including any New Lender) that has made or increased its Revolving Commitment shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders in accordance with Section 2.12(a) based on the respective Revolving Percentages of the Lenders after giving effect to the increase of Revolving Commitments pursuant to Section 2.1(b) on such Increased Revolving Commitment Closing Date. Any remaining proceeds shall be used in accordance with Section 3.16. (e) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans (together, the “Tranche B-1 Revolving Loans”) to the Borrower Borrowers (on a joint and several basis as between the Borrowers) from time to time on in Dollars or, at the request of the Parent Borrower, in any Business Day Designated Foreign Currency during the Tranche B-1 Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Applicable Revolving Commitment Percentage of the aggregate principal amount sum of Swingline Loans the Dollar Equivalent of the then outstandingoutstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender▇▇▇▇▇▇’s Commitment; providedRevolving Commitment then in effect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, however, that (i) no Revolving Loan shall be made to the extent applicable, the aggregate unpaid principal amount then outstanding L/C Obligations in respect of all Loans would exceed any Letters of Credit denominated in any Designated Foreign Currency on the Total Commitments, (ii) no Borrowing Base A Loans shall be made to date on which the extent that Parent Borrower has given the aggregate unpaid principal amount Administrative Agent a notice of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) borrowing with respect to such any Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount Loan for purposes of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such perioddetermining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment Period, the Borrower Borrowers may borrowuse the Tranche B-1 Revolving Commitments by borrowing, prepay prepaying the Tranche B-1 Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. (bii) The Borrower shall repay all outstanding Except as hereinafter provided, Revolving Loans on shall, at the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments option of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Parent Borrower, (x) in the case of Revolving Loans denominated in Dollars, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (y) in the case of Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (z) in the case of Revolving Loans denominated in any Designated Foreign Currency (other than Canadian Dollars), be incurred and maintained as requiredEurocurrency Loans.

Revolving Commitments. (a) Subject to the terms and conditions hereofset --------------------- forth herein, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower Borrower, in Dollars, at any time and from time to time on any Business Day during the Commitment Period, at period from and including the Effective Date to but not including the Revolving Termination Date (or such times earlier date if the Revolving Committed Amount has been terminated as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitmentprovided herein); provided, however, that (i) no Revolving Loan shall be made to the extent sum of the -------- ------- aggregate unpaid principal amount of all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that outstanding plus the aggregate unpaid amount of LOC Obligations outstanding plus the aggregate principal amount of all Borrowing Base A Swingline Loans would outstanding (collectively, the "Revolving Outstandings") shall ---------------------- not exceed the aggregate Loan Value of the Pledged Eligible Assets Revolving Committed Amount and (including the Pledged Eligible Assets referred to in Section 2.2(a)(iiii) with respect to each individual Lender, such Lender's outstanding Revolving LoanLoans plus such Lender's Participation Interests in outstanding LOC Obligations plus (other than the Swingline Lender) such Lender's Participation Interests in Swingline Loans outstanding shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. Each Revolving Borrowing shall be in an aggregate principal amount of $2,000,000 or any larger integral multiple of $500,000 (except that any such Borrowing may be in the amount of the unused Revolving Committed Amount and (iii) no Borrowing Base B Loans shall be made from the Revolving Lenders ratably in the proportions that their respective Revolving Commitment Percentages bear to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B each Revolving Borrowing). Revolving Loans may not be borrowed on any date in any rolling period consist of 90 consecutive days if Borrowing Base B Rate Loans have already been outstanding for 30 days during such period. During the Commitment Periodor Eurodollar Loans, or a combination thereof, as the Borrower may borrow, prepay the Revolving Loans in whole or in partrequest, and reborrow, all may be repaid and reborrowed in accordance with the terms and conditions provisions hereof. (b) The Borrower shall repay all outstanding , provided, however, that the Revolving Loans outstanding -------- ------- at any time shall consist of no more than eight separate Groups of Eurodollar Loans. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Groups of Eurodollar Loans, even if they begin on the Termination Date. (c) The failure same date, although Eurodollar Loans of any Lender Class may, in accordance with the provisions hereof, be combined through extensions or conversions at the end of existing Interest Periods to make any Revolving Loan required to be made by it shall not relieve any other Lender constitute a single new Group of its obligations hereunder; provided that Eurodollar Loans of such Class with the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsame Interest Period.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender▇▇▇▇▇▇’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such ▇▇▇▇▇▇’s Swingline Loans Exposure then outstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment PeriodPeriod the Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Term Benchmark Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The [Reserved]. (c) Each Borrower shall repay all of its outstanding Revolving Loans on the Termination Maturity Date. (cd) The failure Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of any such Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereundersuch Loan; provided that any exercise of such option shall not affect the Commitments obligation of such Additional Borrower to repay such Loan in accordance with the terms of this 55 Agreement and shall not cause any Borrower or other Loan Party to incur as of the Lenders are several and no Lender date of the exercise of such option any greater liability than it shall be responsible for any other Lender’s failure to make Revolving Loans as requiredthen have under Section 2.19 or Section 2.20(a).

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Foreign Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, howeverthat after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Loans in respect of the Revolving Commitments may be drawn in any Approved Currency, as specified in the Borrowing Notice. Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender may, at its option, make any Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided, that (i) no with respect to a Lender under the Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitmentsthat is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender and (ii) no Borrowing Base A Loans any exercise of such option shall be made to not affect in any manner the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value obligation of the Pledged Eligible Assets (including the Pledged Eligible Assets referred Foreign Borrower to in Section 2.2(a)(ii) with respect to repay such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all Loan in accordance with the terms of this Agreement. Each Lender’s Revolving Commitments shall expire on the Revolving Commitment Termination Date and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on and all other amounts owed hereunder with respect to the Termination Date. (c) The failure Revolving Loans and the Revolving Commitments shall be paid in full no later than such date. Subject to the terms of any this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to make any Revolving Loan required to be made by it shall not relieve any other Lender the Foreign Borrower in place of all or part of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredCommitments.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans Loans, the aggregate undrawn amount of all then outstandingoutstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans would shall not exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments then in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodeffect. During the Revolving Commitment Period, Period the Borrower may borrowuse the Available Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) Any “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed Loans outstanding hereunder. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender Borrower ratifies, affirms and acknowledges all of its obligations hereunder; provided that the Commitments Obligations in respect of the Existing Credit Facility, and the Lenders are several and no Lender under this Agreement shall be responsible for any other Lender’s failure deemed to make have participation interests therein as of the Closing Date in accordance with their Revolving Loans Percentages as required.reflected in Schedule 1.1A.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make to the Borrower from time to time during the Revolving Commitment Period, revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2), in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying and reborrowing the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.3. Not more than $50,000,000 of Revolving Loans and Swingline Loans shall be made on the Closing Date. (b) All Revolving Loans shall be denominated in Dollars; provided, however, the Borrower may elect, by notice from Borrower to the Administrative Agent in accordance with the procedures set forth in Section 3.2 below, to borrow Revolving Loans in one or more Alternate Currencies up to $35,000,000 at any time outstanding; provided, further, that for the period from the Closing Date until the Administrative Agent so advises to the contrary, no Loans shall be requested and provided in Mexican Pesos; (c) The Borrower shall agrees to repay all outstanding Revolving Loans in Dollars (with respect to Dollar Loans) or in the applicable Alternate Currency (with respect to Alternate Currency Loans), in any case on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Facility A Revolving Lender severally agrees to make revolving credit loans (“Facility A Revolving Loans”) in dollars to the Parent Borrower from time to time on any Business Day during the Revolving Commitment PeriodPeriod in an aggregate principal amount that will not result in such Lender’s Facility A/B Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, at such times as the Parent Borrower may request borrow, prepay and reborrow Facility A Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Facility B Revolving Lender agrees to make revolving credit loans (“Facility B Revolving Loans”) in accordance with Section 2.2, euros to the Parent Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to which (i) does not exceed such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does Facility B Commitment and (ii) will not exceed result in such Lender’s Facility A/B Revolving Credit Exposure exceeding the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made . Within the foregoing limits and subject to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) terms and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Periodconditions set forth herein, the Parent Borrower may borrow, prepay the and reborrow Facility B Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination DateLoans. (c) The failure of any Subject to the terms and conditions set forth herein, each Facility C Revolving Lender agrees to make revolving credit loans (“Facility C Revolving Loans”) in Canadian dollars to the Canadian Subsidiary Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any Revolving Loan required to be made by it shall one time outstanding which does not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other exceed such Lender’s failure Facility C Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Subsidiary Borrower may borrow, prepay and reborrow Facility C Revolving Loans. (d) Subject to the terms and conditions set forth herein, each Facility D Revolving Lender agrees to make revolving credit loans (“Facility D Revolving Loans as requiredLoans”) in Pounds Sterling to CRLPSE from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed such Lender’s Facility D Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, CRLPSE may borrow, prepay and reborrow Facility D Revolving Loans.

Revolving Commitments. (a) Subject By written notice sent to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans Administrative Agent (“Revolving Loans”) which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may at any time and from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage increase of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the Commitments by an aggregate amount equal to any integral multiple of such Lender’s Commitment$5,000,000; provided, however, provided that (i) no Revolving Loan Default shall have occurred and be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, continuing; (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the sum of (A) the total amount of all Borrowing Base B Loans would Commitments after giving effect to any such increase, plus (B) the initial principal amount of any Incremental Term Loan, shall not exceed $800,000,000; and (iv) the Borrowing Base B Limit; provided further that Borrowing Base B Loans may Commitment of a Lender shall not be borrowed on any date in any rolling period increased without the consent of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodLender. During If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Commitment Periodof each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower may borrowBorrower, prepay the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, the Revolving Loans in whole or in part, and reborrow, all will not be held pro rata by the Lenders in accordance with the terms and conditions hereof. (b) Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall repay all outstanding Revolving Loans on have selected an alternative interest rate to apply thereto under the Termination Date. (c) The failure terms of any Lender to make any Revolving Loan required to this Agreement. All advances made under this Section shall be made by it shall not relieve any other Lender of its obligations hereunder; provided that through the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredAdministrative Agent.

Revolving Commitments. (a) Subject to the terms and conditions hereof, Exhibit B hereto sets forth for each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no its Revolving Loan Commitment under the Existing Credit Agreement immediately prior to giving effect to this Amendment, (ii) the amount, if any, of its Revolving Commitment that will be a Non-Extended Revolving Commitment and (iv) the amount, if any, of its Revolving Commitment that such Lender is converting to an Extended Revolving Commitment. To the extent any Lender has not elected to convert any of its Revolving Commitment to an Extended Revolving Commitment, all of its Revolving Commitment under the Existing Credit Agreement immediately prior to giving effect to this Amendment shall be made deemed to be a Non-Extended Revolving Commitment immediately upon this Amendment becoming effective. (b) Immediately upon this Amendment becoming effective, (i) the extent the aggregate unpaid principal amount of all Revolving Loans would exceed outstanding under the Total Existing Credit Agreement shall be deemed to be outstanding ratably between the Extended Revolving Commitments and the Non-Extended Revolving Commitments, (ii) no Borrowing Base A Loans the Borrower shall be made deemed to have requested one or more Borrowings under the Extended Revolving Commitments in an aggregate amount equal to the aggregate outstanding Non-Extended Revolving Loans under the Non-Extended Revolving Commitments and (iii) the proceeds of such Borrowings shall be applied to repay such Non-Extended Revolving Loans under the Non-Extended Revolving Commitments on the date hereof, or to the extent that repayment of any Non-Extended Revolving Loan on the aggregate unpaid principal amount of all Borrowing Base A Loans date hereof would exceed result in any payment under Section 2.20, then on the aggregate Loan Value last day of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to Interest Period for such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Non-Extended Revolving Loans in whole or in part, (and reborrow, all in accordance with funding of the terms and conditions hereof. (bcorresponding Borrowing(s) The Borrower shall repay all outstanding Revolving Loans on the Termination Datenot occur until such date). (c) The failure Immediately upon this Amendment becoming effective, all Letters of any Lender to make any Revolving Loan required Credit issued and outstanding under the Credit Agreement shall be deemed to be made by it shall not relieve any other Lender of its obligations hereunder; provided that issued and outstanding under the Commitments of the Lenders are several and no Extended Revolving Commitments, each Extended Revolving Lender shall be responsible for deemed to have purchased a participation in the related LC Exposure equal to its Pro Rata Share (based on its Extended Revolving Commitment and the Aggregate Extended Revolving Commitment Amount) thereof, and any other Lender’s failure to make participation in the LC Exposure held by the Non-Extended Revolving Loans as requiredLenders shall immediately terminate and be of no further force and effect.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times effective as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount Restatement Effective Date, the Existing Revolving Commitments will be terminated pursuant to Section 2.08(b) of Swingline Loans then outstanding, does not exceed the amount of such Lender’s CommitmentCredit Agreement; provided, however, that the foregoing shall not affect (i) no Revolving Loan shall be made to the extent LC Commitment of any Issuing Bank under the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Original Credit Agreement or (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value undertakings of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) Swingline Lender with respect to such Revolving Loan) and (iii) no Borrowing Base B Swingline Loans shall be made pursuant to Section 2.04 of the Original Credit Agreement, in each case as in effect immediately prior to the extent that effectiveness of the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofRestated Credit Agreement. (b) The Borrower shall repay all outstanding Revolving Loans Subject to the terms and conditions set forth herein, on the Termination Restatement Effective Date. , simultaneously with the termination of the Existing Revolving Commitments pursuant to clause (ca) above, (i) each Lender that has executed and delivered to the Administrative Agent, on or prior to the Restatement Effective Date, a signature page to this Restatement Agreement as a “New Revolving Lender” shall become or continue to be, as applicable, a “Revolving Lender” and a “Lender” under the Credit Agreement and (ii) the “Revolving Commitment” of each New Revolving Lender will be the amount of the commitment set forth with respect to such New Revolving Lender on Annex I hereto. The failure of any Lender to make any New Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the New Revolving Lenders are several and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make Revolving Loans. (c) For all purposes of the Senior Loan Documents, (i) the New Revolving Commitment of each New Revolving Lender, and the Loans made by each New Revolving Lender pursuant to such New Revolving Commitments, shall constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under the Credit Agreement and (ii) all Letters of Credit outstanding immediately prior to the Restatement Effective Date shall continue to be Letters of Credit issued pursuant to the Original Credit Agreement and, following the Amendment and Restatement, the Restated Credit Agreement. (d) For purposes hereof, the Refinancing Revolving Commitments will become effective on the Restatement Effective Date simultaneously with the termination of the Existing Revolving Commitments and the repayment of the outstanding Tranche 7 Term Loans and any Existing Revolving Loans. By its signature to this Restatement Agreement, each of the New Revolving Lenders (but only in respect of its Refinancing Revolving Commitments), collectively constituting the Required Lenders and the Supermajority Lenders at such time, hereby approve (i) the Incremental Revolving Commitments as required“Revolving Commitments” under the Credit Agreement and (ii) the Amendment and Restatement, effective immediately after such termination and repayment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof.. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. CREDIT AGREEMENT (b) The Subject to Sections 2.11, 2.13 and 8, the Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make Borrower agrees that, upon the request by any Revolving Lender, the Borrower will execute and deliver to such Revolving Lender a promissory note of the Borrower dated the Closing Date or such date such Lender becomes a party hereto, as appropriate, evidencing the Revolving Commitment of such Revolving Lender, substantially in the form of Exhibit I-2 with appropriate insertions as to date and principal amount (a “Revolving Note”). Each Revolving Lender is hereby authorized to record the date, Type and amount of each Revolving Loan required to be made by it shall not relieve such Revolving Lender, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period and Adjusted LIBO Rate with respect thereto, on the schedule (or any other Lender continuation of the schedule) annexed to and constituting a part of its obligations hereunderRevolving Note, and any such recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make any such recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with applicable interest) the Revolving Loans as requiredmade to the Borrower in accordance with the terms of this Agreement. A Revolving Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Revolving Note and the Obligations evidenced thereby in the Register (and each Revolving Note shall expressly so provide).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Rate Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to September 29 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date. ; provided that (ci) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The failure Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in an amount equal to the amount of the Revolving Commitments of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderDeclining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Lenders are several and no Lender shall Declining Lenders’ Revolving Commitments before the Borrower will be responsible for permitted to substitute any other Lender’s failure financial institutions for the Declining Lenders. The Borrower may only extend the Revolving Termination Date two times pursuant to make Revolving Loans as requiredthis Section 2.1(b).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Applicable Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such Lender’s Swingline Loans Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment PeriodPeriod the Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Term Benchmark Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The [Reserved]. (c) Each Borrower shall repay all of its outstanding Revolving Loans on the Termination Maturity Date. (cd) The failure Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any domestic or foreign branch or Affiliate of any such Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereundersuch Loan; provided that any exercise of such option shall not affect the Commitments obligation of such Additional Borrower to repay such Loan in accordance with the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the Lenders are several and no Lender date of the exercise of such option any greater liability than it shall be responsible for any other Lender’s failure to make Revolving Loans as requiredthen have under Section 2.19 or Section 2.20(a).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower Borrowers from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding whichoutstanding, when added to such Lender’s Applicable Commitment Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower Borrowers may borrowuse the Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, part and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (b) The Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall repay all outstanding Revolving Loans on accept such Commitment Increase or New Lender Supplement, as the Termination Datecase may be, and record the information contained therein in the Register. (c) The failure Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any Lender New Lenders) pursuant to make their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any Revolving Loan required amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders. (d) On the Termination Date, each Borrower shall repay all then outstanding Loans made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsuch Borrower.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“Tranche A Revolving Loans”) Loans to the Borrower ▇▇▇▇▇ from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Revolving Availability Period in an aggregate principal amount at any one time outstanding which, when added to that will not result in such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of Tranche A Revolving Exposure exceeding such Lender’s Tranche A Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made . Within the foregoing limits and subject to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitmentsterms and conditions set forth herein, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower ▇▇▇▇▇ may borrow, prepay the and reborrow Tranche A Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Subject to the terms and conditions set forth herein, each Lender agrees to make Tranche B Revolving Loans on to M-I LLC from time to time during the Termination DateRevolving Availability Period in an aggregate principal amount that will not result in such Lender’s Tranche B Revolving Exposure exceeding such Lender’s Tranche B Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loans. (c) The failure of In no event shall any Lender have any obligation to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that if, as a result thereof, (i) the Commitments sum of the Lenders are several and no Lender shall be responsible for aggregate of all Tranche A Revolving Exposure plus the aggregate of all Tranche B Revolving Exposure would exceed $1,000,000,000 (minus any other Lender’s failure reduction of the Tranche A Revolving Commitments pursuant to make Section 2.07(b) hereof) or (ii) the aggregate of all Tranche A Revolving Loans as requiredExposure would exceed the aggregate of all Tranche A Revolving Commitments or (iii) the aggregate of all Tranche B Revolving Exposure would exceed the aggregate of all Tranche B Revolving Commitments.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower Borrowers from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s Applicable 's Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations, the aggregate principal amount of Swingline then outstanding Swing Line Loans and the Dollar Equivalent of the then outstandingoutstanding principal amount of Fronted Offshore Loans (after giving effect to the use of proceeds of such Revolving Loans), does not exceed the amount of such Revolving Lender’s Commitment; provided's Revolving Commitment and provided that, howeverafter giving effect to such Revolving Loan and the use of proceeds thereof, that (i) no Revolving Loan shall be made to the extent Dollar Equivalent of the aggregate unpaid outstanding principal amount of Offshore Currency Loans does not exceed the Offshore Currency Sublimit for all Offshore Currency Loans, (ii) the Dollar Equivalent of the aggregate outstanding principal amount of Offshore Currency Loans in any Offshore Currency does not exceed the Offshore Currency Sublimit for Offshore Currency Loans in such Offshore Currency and (iii) the aggregate outstanding principal amount of all Revolving Loans would exceed made in Dollars to any Subsidiary Borrower shall not, together with the Total Commitments, (ii) no Borrowing Base A Dollar Equivalent of all outstanding Revolving Offshore Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would such Subsidiary Borrower, exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period$75,000,000. During the Revolving Commitment Period, the each Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Subject to subsection 5.7, the Revolving Loans on may from time to time be (i) Eurodollar Loans, (ii) Base Rate Loans, (iii) (subject to the limitations set forth herein) Revolving Offshore Loans or (iv) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with subsections 3.2 and 5.6, provided that no Revolving Loan shall be made as a Eurodollar Loan or a Revolving Offshore Loan after the day that is one month prior to the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender Class A Lender, severally and not jointly with the other Class A Lenders, agrees from time to time during the Class A Revolving Commitment Period to make revolving credit loans (each, a “Class A Revolving Loan” and, collectively, the “Class A Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Class A Lender’s Applicable Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstandingAggregateother Class A Revolving Outstandings, does not exceed the amount of such Class A Lender’s Commitment; provided, however, that (i) no Class A Revolving Commitment in effect at such time as at the date such Class A Revolving Loan is to be made. The amount of each Class A Lender’s Class A Revolving Loans and Class A Revolving Commitment on the ClosingAmendment No. 3 Effective Date shall be made equal to the extent amount reflected on the aggregate unpaid principal Register on the ClosingAmendment No. 3 Effective Date, which amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodconclusive absent manifest error. During the Class A Revolving Commitment Period, the Borrower may borrowuse the Class A Revolving Commitments by borrowing, prepay prepaying the Class A Revolving Loans in whole or in part, and reborrowreborrowing, all in the accordance with the terms and conditions hereof. The Class A Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15. (a) (b) Subject to the terms and conditions hereof, each Class B Lender, severally and not jointly with the other Class B Lenders, agrees from time to time during the Class B Revolving Commitment Period to make revolving credit loans (each, a “Class B Revolving Loan” and, collectively, the “Class B Revolving Loans”) to the Borrower in an aggregate principal amount at any one time outstanding which, when added to such Class B Lender’s other Class B Revolving Outstandings, does not exceed the amount of such Class B Lender’s Class B Revolving Commitment in effect at such time as at the date such Class B Revolving Loan is to be made. The Borrower shall repay all outstanding amount of each Class B Lender’s Class B Revolving Loans and Class B Revolving Commitment on the Termination Amendment No. 34 Effective Date shall be equal to the amount reflected on the Register on the Amendment No. 34 Effective Date, which amount shall be conclusive absent manifest error. During the Class B Revolving Commitment Period, the Borrower may use the Class B Revolving Commitments by borrowing, prepaying the Class B Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Class B Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15. (c) The failure Borrower shall repay (i) all outstanding Class A Revolving Loans on the Original Termination Date of any Lender the Class A Revolving Commitments and (ii) all outstanding Class B Revolving Loans on the Termination Date of the Class B Revolving Commitments or, in each case or, with respect to make any Revolving Loan Loans outstanding with respect to an Extended Revolving Commitment, the Termination Date applicable thereto. (d) Any Revolving Loans made (including without limitation those required to be made by it under Sections 2.3 and 2.4) on or after the Amendment No. 3 Effective Date shall not relieve any other be made ratably in accordance with the pro rata share of Total Revolving Commitments of each Lender (and for the avoidance of its obligations hereunder; provided doubt, shall be made ratably among the Class A Revolving Commitments and the Class B Revolving Commitments such that the Class A Revolving Loans and the Class B Revolving Loans shall always comprise the percentage that the Class A Revolving Commitments and the Class B Revolving Commitments, respectively, comprise of the Lenders are several and no Lender Total Revolving Commitments as of such date). For the avoidance of doubt, (i) all Borrowings of Revolving Loans at any time prior to the Stated Maturity of the Class A Revolving Commitments shall be responsible for any other Lender’s failure made, and deemed to make be made, ratably among the Class A Lenders and the Class B Lenders, and (ii) all Borrowings of Revolving Loans as requiredprior to the Stated Maturity of the Class B Revolving Commitments but on or after the Stated Maturity of the Class A Revolving Commitments shall be made, and deemed to be made, ratably among the Class B Lenders.

Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower Borrowers, without double-counting (i.e., amounts advanced by a Lender in respect of its Tranche A Commitment shall not be counted in reduction of its Tranche B Commitment, or vice versa) (x) in the case of Lenders with a Tranche A Commitment, in Dollars only, from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Applicable Percentage of the then outstanding Tranche A L/C Obligations, does not exceed the amount of such Lender's Tranche A Commitment, and (y) in the case of Lenders with a Tranche B Commitment, in Dollars or in an Alternate Currency, from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingoutstanding Tranche ▇ ▇/C Obligations, does not exceed the amount of such Lender’s Tranche B Commitment; provided, however, provided that (i) no Revolving Money Market Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to available in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodan Alternate Currency. During the Commitment Period, Period the Borrower Borrowers may borrow, prepay use the Revolving Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event shall, at any time, the sum of the Revolving Exposure of all of the Lenders plus the aggregate principal amount of outstanding Competitive Loans exceed the aggregate Revolving Commitments then in effect. (bii) The Borrower Each Revolving Credit Loan shall repay all outstanding be made as part of a borrowing consisting of Revolving Credit Loans on made by the Termination Date. (c) Lenders in accordance with their respective Applicable Percentages of the Tranche A Commitments or the Tranche B Commitments, as applicable, and to the extent such Revolving Credit Loan is made shall constitute a use of the Tranche A Commitment or the Tranche B Commitment, as applicable. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.1. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required. (iii) Subject to Section 2.8 and Section 2.10, (x) Revolving Credit Loans denominated in Dollars may from time to time be Eurocurrency Loans, ABR Loans, or Money Market Loans or a combination thereof, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.2(d) and 2.4, and (y) Revolving Credit Loans denominated in Canadian Dollars may from time to time be Eurocurrency Loans or Canadian Prime Rate Loans, provided that no such Revolving Credit Loan described in this sentence shall be made as a Eurocurrency Loan after the day that is one (1) month prior to the Termination Date. Revolving Credit Loans denominated in an Alternate Currency (other than Canadian Dollars) shall be composed entirely of Eurocurrency Loans, and Revolving Credit Loans denominated in an Alternate Currency shall only be made using Tranche B Commitments. Each Lender at its option may make any Revolving Credit Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement; provided, further, that each applicable Lender shall at all times comply with the requirements of this Agreement in respect thereto, including Section 2.12, and no Lender shall make any such election if and to the extent the same would cause the applicable Borrower to increase its payment obligations hereunder. Subject to Section 2.8 and Section 2.10, any Competitive Loan may from time to time be a Eurocurrency Loan or a Fixed Rate Loan as the applicable Borrower may request in accordance with Section 2.1.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrower from time to time during the Revolving Commitment Period; provided that (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan, such Lender’s Revolving Percentage of the sum of (x) the L/C Obligations then outstanding, (y) the aggregate principal amount of the Swingline Loans then outstanding and (z) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. (c) The Borrower shall repay all outstanding Revolving Loans and Foreign Currency Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together with the Swingline Loans and Multicurrency Loans, “Revolving Loans”) to the Borrower and any Subsidiary Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and any Subsidiary Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and any Subsidiary Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.9. (b) The Borrower and any Subsidiary Borrower shall repay all outstanding Revolving Loans made to it on the Revolving Termination Date. (c) The failure of any Subject to the terms and conditions hereof, each Lender severally agrees, from time to time during the Revolving Commitment Period, to make revolving credit loans denominated in one or more Foreign Currencies (“Multicurrency Loans”) to the Borrower and any Subsidiary Borrower in an aggregate principal amount (based on the Dollar Equivalent of such Multicurrency Loans) at any one time outstanding which, when added to such Lender’s Revolving Loan required to be made by it Percentage of the aggregate principal amount of the Swingline Loans then outstanding, shall not relieve exceed the amount of such Lender’s Revolving Commitment. The Borrower and any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several Subsidiary Borrower shall not request and no Lender shall be responsible for any other Lender’s failure required to make any Multicurrency Loan if, after making such Multicurrency Loan the Total Revolving Extensions of Credit shall exceed the Total Revolving Commitments then in effect. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may borrow, prepay and reborrow Multicurrency Loans, in whole or in part, all in accordance with the terms and conditions hereof. All Multicurrency Loans as requiredshall be Eurodollar Loans.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower and/or the Co-Borrower, as the case may be, from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the Dollar Equivalent of the aggregate principal amount of Swingline the Foreign Currency Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower and the Co-Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower or the Co-Borrower, as applicable, and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. (b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrower and/or the Co-Borrower, as the case may be, from time to time during the Revolving Commitment Period; provided that after giving effect to the requested Foreign Currency Loan (i) the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time shall not exceed the Foreign Currency Sublimit, (ii) such Lender’s Revolving Extensions of Credit do not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be Eurocurrency Loans. (c) The Borrower and the Co-Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class A Revolving Lender severally agrees to make revolving credit loans (“Class A Revolving Loans”) Loans to Company in an aggregate amount up to but not exceeding such Class A Revolving Lender’s Revolving Commitment; provided that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Commitments exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.3(a)(i), each Class B Revolving Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such ▇▇▇▇▇▇’s Class B Revolving Commitment; provided that no Class B Revolving Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Revolving Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject During the Revolving Commitment Period applicable to any Lender’s Revolving Commitment, subject to the terms and conditions hereof, each such Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Borrowers in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (iafter giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) no may be repaid and reborrowed during the Revolving Loan shall Commitment Period. All Revolving Loans will be made to by all Revolving Lenders (including both 2012 Revolving Lenders and 2015 Revolving Lenders) in accordance with their Revolving Percentages until the extent the aggregate unpaid principal amount of 2012 Revolving Commitment Termination Date; thereafter, all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall will be made to by the extent that 2015 Revolving Lenders in accordance with their Revolving Percentages until the aggregate unpaid principal amount of 2015 Revolving Commitment Termination Date. Each Lender’s 2012 Revolving Commitment shall expire on the 2012 Revolving Commitment Termination Date and all Borrowing Base A 2012 Revolving Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) and all other amounts owed hereunder with respect to such the 2012 Revolving Loan) Loans and (iii) no Borrowing Base B Loans the Revolving Commitments shall be made paid in full no later than such date. Each Lender’s 2015 Revolving Commitment shall expire on the 2015 Revolving Commitment Termination Date and all 2015 Revolving Loans and all other amounts owed hereunder with respect to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the 2015 Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding 2015 Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full no later than such date.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower Borrowers from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding whichoutstanding, when added to such Lender’s Applicable Commitment Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment PeriodPeriod the Borrowers may use the Commitments by borrowing, prepaying the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrowand, reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (b) The From time to time during the Commitment Period, at the request of the Borrower Representative, with the prior written consents of the Administrative Agent and the then Issuing Lenders (which consents shall repay not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all outstanding Revolving Loans on purposes and to the Termination Datesame extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $75,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (c) The failure Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register. (d) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any Lender New Lenders) pursuant to make their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any Revolving Loan required amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders. (e) On the Termination Date, each Borrower shall repay all then outstanding Loans made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsuch Borrower.

Revolving Commitments. (a) Subject During the Revolving Commitment Period applicable to any Lender’s Revolving Commitment, subject to the terms and conditions hereof, each such Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Borrowers in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (iafter giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) no may be repaid and reborrowed during the Revolving Loan shall Commitment Period. All Revolving Loans will be made to by all Revolving Lenders (including both Non-Extended Revolving Lenders and Extended Revolving Lenders) in accordance with their Revolving Percentages until the extent the aggregate unpaid principal amount of Non-Extended Revolving Commitment Termination Date; thereafter, all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall will be made to by the extent that Extended Revolving Lenders in accordance with their Revolving Percentages until the aggregate unpaid principal amount of Extended Revolving Commitment Termination Date. Each Lender’s Non-Extended Revolving Commitment shall expire on the Non-Extended Revolving Commitment Termination Date and all Borrowing Base A Non-Extended Revolving Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) and all other amounts owed hereunder with respect to such the Non-Extended Revolving Loan) Loans and (iii) no Borrowing Base B Loans the Non-Extended Revolving Commitments shall be made paid in full no later than such date. Each Lender’s Extended Revolving Commitment shall expire on the Extended Revolving Commitment Termination Date and all Extended Revolving Loans and all other amounts owed hereunder with respect to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Extended Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Extended Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredpaid in full no later than such date.

Revolving Commitments. (a) Prior to the Closing Date, Existing Revolving Loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Closing Date but subject to the reallocation and other transactions described in Section 10.22, the Existing Revolving Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan such aggregate obligations shall be made to the extent the aggregate unpaid principal amount of all Loans would not at any time exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for an additional one year periodsperiod by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date. ; provided that (ci) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The failure Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in an amount equal to the amount of the Revolving Commitments of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderDeclining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Lenders are several and no Lender shall Declining Lenders’ Revolving Commitments before the Borrower will be responsible for permitted to substitute any other Lender’s failure financial institutions for the Declining Lenders. TheFollowing the First Amendment Effective Date, the Borrower may only extend the Revolving Termination Date two timesone time pursuant to make Revolving Loans as requiredthis Section 2.1(b).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars or in one or more Alternative Currencies (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans then outstandingLoans, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsthen outstanding Letters of Credit, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed (i) the amount of such L▇▇▇▇▇’s Revolving Commitment and (ii) to the extent any of the foregoing are denominated in Alternative Currencies, the Alternative Currency Sublimit. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans would shall not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date Available Revolving Commitments then in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodeffect. During the Revolving Commitment Period, the Borrower may borrowuse the Available Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8, provided that all Revolving Loans denominated in an Alternative Currency shall be SOFR Loans. Notwithstanding anything to the contrary contained herein, during the existence and continuation of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a SOFR Loan. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to On the terms and subject to the conditions hereofcontained in this Agreement, each Revolving Lender severally agrees to make revolving credit loans in any Available Currency to any Borrower (each, an “Initial Revolving LoansLoan”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as period from the Borrower may request in accordance with Section 2.2Closing Date until the Revolving Credit Termination Date, in an aggregate principal Dollar Equivalent amount at any one time outstanding which, when added to that will not result in such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Credit Exposure exceeding its Initial Revolving Commitment; provided, however, that at no time shall any Revolving Lender be obligated to make an Initial Revolving Loan in excess of such Revolving Lender’s Applicable Percentage of the Initial Revolving Commitments; provided, further, that at no time shall any Revolving Lender be obligated to make an Initial Revolving Loan to a Foreign Borrower if the making of such an Initial Revolving Loan would result in the Revolving Credit Exposure in respect of such Foreign Borrower exceeding such Foreign Borrower’s Revolving Sublimit. Within the limits of the Initial Revolving Commitment of each Revolving Lender, amounts of Initial Revolving Loans repaid may be reborrowed by the Borrowers under this Section 2.01(a). (b) Term Commitments. 70 US-DOCS\147522098.13158668077.2 (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, [Reserved]. (ii) no Borrowing Base A Loans shall be made Term A-2 Commitments. On the terms and subject to the extent that conditions contained in this Agreement, each Term Loan Lender severally agrees to make a term loan (each a “Term A-2 Loan”) in Dollars to the aggregate unpaid principal U.S. Borrower on the Closing Date at the Relevant Time, in an amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect equal to such Revolving Loan) and Lender’s Term A-2 Commitment. Amounts of Term A-2 Loans repaid or prepaid may not be reborrowed. (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.Term B-1

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Rate Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date. ; provided that (ci) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any renewals by other Lenders). The failure Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in an amount equal to the amount of the Revolving Commitments of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunderDeclining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Lenders are several and no Lender shall Declining Lenders’ Revolving Commitments before the Borrower will be responsible for permitted to substitute any other Lender’s failure financial institutions for the Declining Lenders. The Borrower may only extend the Revolving Termination Date two times pursuant to make Revolving Loans as requiredthis Section 2.1(b).

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Tranche A Lender severally agrees to make revolving credit loans (“Revolving Loans”) denominated in Dollars, Euro, Yen and any Alternate Currency to the Borrower Company or any Borrowing Subsidiary from time to time on any Business Day during the Tranche A Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount for all the Borrowers at any one time outstanding which, when added to which will not result in such Tranche A Lender’s Applicable Percentage Tranche A Revolving Extensions of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of Credit exceeding such Tranche A Lender’s Tranche A Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Tranche A Revolving Commitment Period, the Borrower Company and each Borrowing Subsidiary may borrowuse the Tranche A Revolving Commitments by borrowing, prepay prepaying the Tranche A Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Tranche A Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Company (on its own behalf or on behalf of the other Borrowers) and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. The Tranche A Revolving Loans denominated in Euro and in Yen shall be Eurocurrency Loans. The Tranche A Revolving Loans denominated in any Alternate Currency may be Eurocurrency Loans or Agreed Rate Loans as set forth in the relevant Alternate Currency Amendment. The Company and each Borrowing Subsidiary shall repay all its outstanding Tranche A Revolving Loans on the Tranche A Revolving Credit Termination Date. In connection with any Alternate Currency Loans, the Company, the other Borrowers and the Administrative Agent shall enter into an Alternate Currency Amendment. (b) Subject to the terms and conditions hereof, each Tranche B Lender severally agrees to make revolving credit loans denominated in Dollars or Euro to the Company or any Borrowing Subsidiary from time to time during the Tranche B Revolving Commitment Period in an aggregate principal amount for all the Borrowers at any one time outstanding which will not result in such Tranche B Lender’s aggregate Tranche B Revolving Extensions of Credit exceeding such Tranche B Lender’s Tranche B Revolving Commitment. During the Tranche B Revolving Commitment Period the Company and each Borrowing Subsidiary may use the Tranche B Revolving Commitments by borrowing, prepaying the Tranche B Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Borrower Tranche B Revolving Loans denominated in Dollars may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Company (on its own behalf or on behalf of the other Borrowers) and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. The Tranche B Revolving Loans denominated in Euro shall be Eurocurrency Loans. The Company and each Borrowing Subsidiary shall repay all its outstanding Tranche B Revolving Loans on the Tranche B Revolving Credit Termination Date. (c) The failure . For the avoidance of any doubt, no Tranche B Lender shall be required to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Tranche B Revolving Loans as requiredin a currency other than Dollars and Euro.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars or in one or more Alternative Currencies (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of any then outstanding Revolving Loans, any Swingline Loans then outstandingLoans, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal undrawn amount of all Loans would exceed the Total Commitmentsthen outstanding Letters of Credit, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, does not exceed (i) the amount of such ▇▇▇▇▇▇’s Revolving Commitment and (ii) to the extent any of the foregoing are denominated in Alternative Currencies, the Alternative Currency Sublimit. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans would shall not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date Available Revolving Commitments then in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodeffect. During the Revolving Commitment Period, the Borrower may borrowuse the Available Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof.. The Revolving Loans may from time to time be SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8, provided that all Revolving Loans denominated in an Alternative Currency shall be SOFR Loans. Notwithstanding anything to the contrary contained herein, during the existence and continuation of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a SOFR Loan. 758298623.11 (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of FX Reserves, the aggregate undrawn amount of all outstanding Letters of Credit and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure As part of the Revolving Commitments, the Borrower may enter into foreign exchange contracts with any Lender under which the Borrower commits to make purchase from or sell to such Lender a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (each such date, a “Settlement Date”). FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the applicable contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract in a maximum aggregate amount equal to $1,000,000 (the “FX Reserve”). The aggregate amount of FX Forward Contracts at any Revolving Loan required to be made by it shall one time outstanding may not relieve any other Lender of its obligations hereunder; provided that exceed ten (10) times the Commitments amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure FX Reserve. The obligations of the Borrower relating to make this section may not exceed the Available Revolving Loans as requiredCommitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (i) each US$ Revolving Lender severally agrees to make revolving credit loans in Dollars (“US$ Revolving Loans”) to the Parent Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable US$ Revolving Percentage of the sum of (x) the L/C Obligations then outstanding and (y) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no US$ Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Commitment and (ii) no Borrowing Base A Loans shall be made each Multicurrency Revolving Lender severally agrees to make revolving credit loans in Dollars and each Alternative Currency (“Multicurrency Revolving Loans”) to the extent that Parent Borrower and the Foreign Subsidiary Borrowers from time to time during the Revolving Commitment Period in an aggregate unpaid principal amount of all Borrowing Base A Loans would at any one time outstanding which does not exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Lender’s Multicurrency Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodCommitment. During the Revolving Commitment PeriodPeriod the relevant Borrowers may use the Revolving Commitments by borrowing, the Borrower may borrow, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or, in the case of Revolving Loans denominated in Dollars, ABR Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12. No Revolving Loans shall be made if the Revolving Extensions of Credit would exceed the Revolving Commitment. (b) The Each Borrower shall repay all outstanding Revolving Loans borrowed by it on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a)(i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date. (ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) , which will be made in Dollars or Canadian Dollars, to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Borrowers in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Applicable Percentage Revolving Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the aggregate principal amount Total Utilization of Swingline Loans then outstanding, does not Revolving Commitments exceed the amount of such Revolving Commitments then in effect. Each Lender’s Commitment; provided, however, that (i) no Revolving Loan Commitment shall be made to expire on the extent the aggregate unpaid principal amount of Revolving Commitment Termination Date and all Revolving Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of and all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) other amounts owed hereunder with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.paid in full no later than such date. CREDIT AGREEMENT (PATTERN REVOLVER)

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“"Revolving Loans”") to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, outstanding does not exceed the amount of such Lender’s 's Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the Borrower may borrow, prepay use the Revolving Loans in whole or in partCommitments by borrowing, prepaying and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be LIBOR Loans or Base Rate Loans, as determined by Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7. (b) The Borrower shall repay all outstanding Revolving Loans on the Scheduled Revolving Termination Date. (c) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, which request is communicated to Borrower, Borrower will execute and deliver to such Lender a promissory note of Borrower dated the Closing Date evidencing the Revolving Commitment of such Lender, substantially in the form of Exhibit I with appropriate insertions as to date and principal amount (each, as amended, supplemented or otherwise modified from time to time, a "Revolving Note"). Each Lender is hereby authorized to record the date, Type and amount of each Revolving Loan made by such Lender, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of LIBOR Loans, the length of each Interest Period and LIBOR Rate with respect thereto, on the schedule (or any continuation of the schedule) annexed to and constituting a part of its Revolving Note, and any such recordation shall, absent manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of Borrower to repay (with applicable interest) the Revolving Loans made to Borrower in accordance with the terms of this Agreement. Any Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 10.6 and by registration of such assignment or transfer of such Note and the Obligations evidenced thereby in the Register (and each Note shall expressly so provide). Upon receipt of an affidavit of an officer of any Lender or the Administrative Agent as to make the loss, theft, destruction or mutilation of any Revolving Loan required to be made by it shall not relieve Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of such Note or other security document, and execution and delivery of an appropriate indemnification agreement by such Lender or the Administrative Agent, as applicable, in form and substance reasonably satisfactory to Borrower in favor of its obligations hereunder; provided that Borrower relating thereto, Borrower will issue, in lieu thereof, a replacement Note or other security document in the Commitments same principal amount thereof and otherwise of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredlike tenor.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally the Purchaser agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Company in an aggregate amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, after giving effect to the making of any Revolving Loans, (i) in no event shall the aggregate outstanding principal amount at of Revolving Loans exceed the Revolving Commitments then in effect and (ii) in no event shall the ratio of the aggregate outstanding principal amount of the Revolving Loans to the Total Revolving Outstandings exceed the ratio of the amount of the Revolving Commitments to the amount of the Total Revolving Commitments (without taking into account, for purposes of the foregoing calculations, any one time outstanding which, when added Revolving Loans made pursuant to such Lender’s Applicable Percentage Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Swingline Revolving Loans then outstandingmade during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans and the Parent Revolving Loan that is repaid during such calendar month, does not exceed $3,000,000. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. The Purchaser's Revolving Commitment shall expire on the Revolving Commitment Termination Date. Unless the Revolving Loans shall have been converted to Term Loans pursuant to Section 2.2(d), the Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the foregoing, upon any reduction (whether full or partial) in the amount of such Lender’s Commitment; providedthe Parent Commitment for whatever reason, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, Commitment shall automatically and reborrow, all in accordance with the terms and conditions hereofimmediately be reduced by a proportionate amount. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof--------------------- of this Agreement, each Lender who has agreed to provide a Revolving Commitment severally agrees to make revolving credit loans (“Revolving Loans”) advances to the Borrower from time to time on any Business Day during from and including the Commitment Period, at such times as Closing Date to but excluding the Borrower may request in accordance with Section 2.2, Revolving Termination Date in an aggregate principal amount at any one time outstanding which, when added up to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does but not exceed exceeding the amount of such Lender’s 's Revolving Commitment as then in effect; provided, -------- however, (a) the Outstanding Revolving Credit applicable to a Lender shall not ------- at any time exceed such Lender's Revolving Commitment, and (b) the Outstanding Revolving Credit of all of the Lenders shall not at any time exceed the lesser of (i) the Borrowing Base minus the outstanding principal amount of the Term Loans, or (ii) the aggregate Revolving Commitments. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower may borrow, prepay, and reborrow hereunder the amount of the Revolving Commitments and may establish Base Rate Accounts and Libor Accounts thereunder and, until the Revolving Termination Date, Borrower may Continue Libor Accounts established under the Revolving Loans or Convert Accounts established under the Revolving Loans of one Type into Accounts of the other Type. Accounts of each Type under the Revolving Loans made by each Lender shall be established and maintained at such Lender's Applicable Lending Office for Revolving Loans of such Type. Notwithstanding anything to the contrary contained in this Agreement, Borrower may from time to time request, and Bank of America may at its discretion from time to time advance (but shall in no event be obligated to advance), Revolving Loans which are to be funded solely by Bank of America (the "Swingline --------- Advances"); provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all the -------- ------- Swingline Advances outstanding at any time shall not exceed Five Million Dollars ($5,000,000) and the aggregate principal amount of the Revolving Loans would outstanding at any time (inclusive of the Swingline Advances) shall not exceed the Total aggregate principal amount of the Revolving Commitments, (ii) all Swingline Advances shall bear interest at the rate provided by Section 4.1(c), (iii) each -------------- Swingline Advance shall be a minimum principal amount of One Hundred Thousand Dollars ($100,000) or any larger amount in increments of Fifty Thousand Dollars ($50,000), and (iv) Bank of America shall give the Administrative Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Administrative Agent or any Lender (but no Borrowing more often than once every calendar quarter). Furthermore, upon one Business Day's prior written notice given by Bank of America to the Administrative Agent and the other Lenders at any time and from time to time (including, without limitation, at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Termination Date, each Lender (including, without limitation, Bank of America) severally agrees, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary ----------- contained in this Agreement, any Default or Event of Default or the inability or failure of Borrower or any of its Subsidiaries or any other Loan Party to satisfy any condition precedent to funding any of the Revolving Loans contained in Article 8 (which conditions precedent shall not apply to this sentence), to --------- make a Revolving Loan, in the form of a Base A Rate Account, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such Revolving Loans shall be made promptly paid by the Administrative Agent to the extent that Bank of America and applied as a repayment of the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofSwingline Advances then outstanding. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject During the Commitment Period, and subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make revolving credit loans (“the "Revolving Loans”") to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount amounts not to exceed at any one time outstanding which, when added to such Lender’s Applicable 's Revolving Commitment, minus its Revolving Commitment Percentage of the sum of (x) all LOC Obligations then outstanding and (y) the aggregate principal amount of all Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) . At no Revolving Loan time shall be made to the extent the aggregate unpaid principal amount of Revolving Loans outstanding hereunder, together with all Loans would other Revolving Obligations then outstanding, exceed the Total CommitmentsAggregate Revolving Credit Commitment, (ii) no Borrowing Base A Loans shall be made and with regard to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value each Lender individually, such Lender's Revolving Commitment Percentage of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to Revolving Loans and other Revolving Obligations at any time outstanding shall not exceed such Lender's Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Committed Amount. The Revolving Loans may not be borrowed on any date in any rolling period consist of 90 consecutive days if Borrowing Base B Prime Rate Loans have already been outstanding for 30 days during such period. During the Commitment Periodor LIBOR Rate Loans, or a combination thereof, as the Borrower may borrow, prepay the Revolving Loans in whole or in partfrom time to time request, and reborrow, all may be repaid and reborrowed in accordance with the terms and conditions provisions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no . No Lender shall be responsible for any failure by any other Lender’s failure Lender to perform its obligation to make any Revolving Loans Loan hereunder nor shall the Revolving Commitment of any Lender be increased or decreased as requireda result of any such failure. The Revolving Commitments of the Lenders shall expire on the Revolving Commitment Termination Date.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed ▇▇▇▇▇▇’s Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to the aggregate outstanding amount of any Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the lesser of (y) the amount of such Lender’s Commitment; providedRevolving Commitment and (z) such Lender’s Revolving Percentage of the Borrowing Base in effect at such time. In addition, however, that the amount of the Total Revolving Extensions of Credit outstanding at such time shall not exceed the lesser of (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Revolving Commitments in effect at such time and (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during effect at such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. Notwithstanding anything to the contrary contained herein, during the existence of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan. (b) The Borrower shall repay all outstanding Revolving Loans (including all Over advances and Protective Over advances) on the Revolving Termination Date. (c) The failure of any Lender to make any All Revolving Loan required to Loans shall be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredonly in Dollars.

Revolving Commitments. (aA) Subject to If for any reason the terms Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall promptly prepay Revolving Loans (other than Bankers’ Acceptances) and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Bankers’ Acceptance Obligations in an aggregate principal amount at any one time outstanding which, when added equal to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitmentexcess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(A) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (iB) no Revolving Loan shall be made to In the extent case of Loans and Letters of Credit denominated in an Alternative Currency, the Administrative Agent will at periodic intervals, and may, at its discretion at other times, recalculate the Dollar Equivalent of the aggregate unpaid principal amount Outstanding Amount of all Revolving Loans would and L/C Obligations denominated in Alternative Currencies to account for fluctuations in exchange rates affecting such Alternative Currency. If, as a result of any such recalculation or otherwise, the Total Revolving Outstandings exceed the Total CommitmentsAggregate Revolving Commitments then in effect by more than the Dollar Equivalent of $500,000, (ii) no Borrowing Base A the Borrowers will promptly prepay Revolving Loans shall be made to and/or Swing Line Loans and/or Cash Collateralize the extent that the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect equal to such Revolving Loanexcess. (C) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed If on any date during the Revolving Commitment Reserve Period the Total Revolving Outstandings on such date exceed the difference of (1) the Aggregate Revolving Commitments then in effect minus (2) the Outstanding Amount of the Term B Loan on such date for any rolling period reason other than the repayment in full of 90 consecutive days if Borrowing Base the Outstanding Amount of the Term B Loans have already been outstanding for 30 days during such period. During Loan with the Commitment Periodproceeds of Revolving Loans, the Borrower may borrowBorrowers shall promptly prepay Revolving Loans (other than Bankers’ Acceptances) and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, prepay however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(C) unless after the prepayment in full of the Revolving Loans (other than Bankers’ Acceptances) and Swing Line Loans the Total Revolving Outstandings exceed the difference of (I) Aggregate Revolving Commitments then in whole or in part, and reborrow, all in accordance with effect minus (II) the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments then Outstanding Amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredTerm B Loan.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that such aggregate obligations shall not at any time exceed the lesser of (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, Revolving Commitments at such time and (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date at such time. Notwithstanding and in any rolling period addition to the foregoing, subject to clause (d) of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days this Section 2.4, at all times other than during such period. During the Commitment a Streamline Period, the amounts available to be borrowed under the Revolving Facility shall be determined by reference to the Borrowing Base as reflected in the most recent Transaction Report delivered to the Administrative Agent, less the amount of any Revolving Loans made in reliance upon such Transaction Report. (b) During the Revolving Commitment Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans shall be ABR Loans. (bc) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (cd) The failure Notwithstanding any term of this Agreement to the contrary, in no event shall the aggregate amount of all Revolving Extensions of Credit outstanding at any Lender to make time, together with all EXIM Extensions of Credit outstanding at any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredtime, exceed $30,000,000.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each US Revolving Lender severally agrees to make revolving credit loans Revolving Loans in Dollars (the “US Revolving Loans”) to the each Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding whichsuch that, when added after giving effect to such borrowing, such US Revolving Lender’s Applicable Percentage US Revolving Extensions of the aggregate principal amount of Swingline Loans then outstanding, does Credit do not exceed the amount of such US Revolving Lender’s US Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, the each Borrower may borrowuse the US Revolving Commitments by borrowing, prepay prepaying the US Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Subject to the terms and conditions hereof, each Euro Revolving Lender severally agrees to make Revolving Loans on in Euros (the Termination Date“Euro Revolving Loans”) to HCLP from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding such that, after giving effect to such borrowing, such Euro Revolving Lender’s Euro Revolving Extensions of Credit do not exceed the amount of such Euro Revolving Lender’s Euro Revolving Commitment. During the Revolving Commitment Period, HCLP may use the Euro Revolving Commitments by borrowing, prepaying the Euro Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (c) The failure of any Lender US Revolving Loans may from time to make any time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 3.5. The Euro Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender Loans shall be responsible for any other Lender’s failure to make Revolving Loans as requiredEurocurrency Loans.

Revolving Commitments. (a) Prior to the Closing Date, Existing Revolving Loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Closing Date but subject to the reallocation and other transactions described in Section 10.22, the Existing Revolving Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to the aggregate outstanding amount of the Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided. In addition, however, that (i) no Revolving Loan such aggregate obligations shall be made to the extent the aggregate unpaid principal amount of all Loans would not at any time exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Revolving Commitments in Section 2.2(a)(ii) with respect to effect at such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodtime. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be SOFR Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13. (b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances) on the Revolving Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to Each Revolving Lender severally agrees, on the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) in Dollars to the Borrower Company (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Original Closing Date to the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2Termination Date, in an aggregate principal amount not to exceed at any one time outstanding which, when added to such Revolving Lender’s Applicable Percentage 's Revolver Pro Rata Share of the aggregate principal amount Total Commitment Amount less the Effective Amount of all outstanding Revolving Loans (after giving effect to the Revolving Loans (including for purposes hereof Swingline Loans then outstanding, does not exceed and Alternate Currency Loans) made on such Business Day) less the amount Effective Amount of such Lender’s Commitment; provided, however, that all outstanding Letter of Credit Obligations (i) no Revolving Loan shall be made after giving effect to the extent Letters of Credit Issued on such Business Day) plus the aggregate unpaid principal amount lesser of (x) the Effective Amount of all Alternate Currency Loans would exceed the Total Commitments, supported by Alternate Currency Standby Letters of Credit (ii) no Borrowing Base A Loans shall be made after giving effect to the extent that Alternate Currency Standby Letters of Credit Issued on such Business Day) and (y) the aggregate unpaid principal amount Effective Amount of all Borrowing Base A Loans would exceed the aggregate Loan Value Letter of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) Credit Obligations with respect to Alternate Currency Standby Letters of Credit (after giving effect to the Alternate Currency Standby Letters of Credit Issued on such Business Day). The commitment of each Revolving Lender described in this Section 2.1 (a) is herein referred to as such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made Lender's "Revolving Commitment" and, with respect to any Revolving Lender, means the principal amount set forth opposite such Revolving Lender's name on Schedule 2.1 to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date Original Credit Agreement (or as set forth in any rolling period applicable Assignment and Acceptance Agreement) as such commitment may have been or may hereafter be adjusted pursuant to the terms of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such periodthis Agreement. During Within the Commitment Period, the Borrower may borrow, prepay the limits of each Revolving Loans in whole or in partLender's Revolving Commitment, and reborrow, all in accordance with subject to the other terms and conditions hereof. (b) The Borrower shall repay all outstanding , the Company may borrow Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several under this Section 2.1, prepay under Section 2.6 and no Lender shall be responsible for any other Lender’s failure to make reborrow Revolving Loans as requiredunder this Section 2.1.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender severally agrees to make revolving credit loans make: (“a) BB Revolving Loans”) Loans to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, BB Availability Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does that will not exceed the amount of such Lender’s Commitment; provided, however, that result in (i) no such Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Lender's Total CommitmentsRevolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value BB Revolving Credit Exposure of the Pledged Eligible Assets (including Revolving Lenders exceeding the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Maximum BB Revolving Loan) and Available Amount, or (iii) the aggregate BB Total Credit Exposure of the Lenders exceeding the Maximum BB Loan Available Amount; provided however, that no Borrowing Base B Loans Revolving Lender shall be made obligated to make a BB Revolving Loan in excess of such Lender's Applicable Revolving Percentage of the difference between (A) the Maximum BB Revolving Available Amount and (B) the aggregate BB Revolving Credit Exposure; and (b) WC Revolving Loans to the extent Borrower from time to time during the WC Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender's Total Revolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment, or (ii) the aggregate amount WC Credit Exposure of all Borrowing Base B Loans would exceed the Borrowing Base B LimitRevolving Lenders exceeding the Maximum WC Revolving Loan Available Amount; provided further however, that Borrowing Base B no Revolving Lender shall be obligated to make a WC Revolving Loan in excess of such Revolving Lender's Applicable Revolving Percentage of the difference between (A) the Maximum WC Revolving Loan Available Amount and (B) the WC Revolving Credit Exposure. Notwithstanding anything herein to the contrary, the Revolving Lenders shall have no obligation to make (i) Specified WC Revolving Loans may not be borrowed on in an aggregate principal amount in excess of $17,250,000 or (ii) any date in any rolling period of 90 consecutive days if Borrowing Base B WC Revolving Loans have already been outstanding for 30 days during such periodpurposes other than Permitted WC Uses. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay the and reborrow Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofLoans. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the each Borrower from time to time on any Business Day during the Commitment Period, at such times as the such Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstandingoutstanding to both Borrowers, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect Borrowing Base A Limit applicable to such Revolving Loan) and Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Borrowing Base B Loans shall be made to KECS to the extent that the aggregate amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Customer Loans shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Non-Customer Loans shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Firm Loans shall be made to KECS to the extent that the aggregate amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any date day in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the a Borrower may borrow, borrow and prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (ai) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Committed Lender severally agrees to make revolving credit loans Class A Revolving Loans to Company in an aggregate amount up to but not exceeding such Class A Committed L▇▇▇▇▇’s Revolving Commitment; provided that, (“A) each Class A Conduit Lender may, but shall not be obligated to fund such Class A Revolving Loans”Loan (and if any Class A Conduit Lender elects not to fund any such Class A Revolving Loan, the Class A Committed Lender in its related Lender Group hereby commits to, and shall, fund such Class A Revolving Loan), and (B) no Class A Lender shall make any such Class A Revolving Loan or portion thereof to the Borrower from time extent that, after giving effect to time on any Business Day during such Class A Revolving Loan: (a) the Total Utilization of Class A Revolving Loans exceeds the Class A Borrowing Base; (b) a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) the aggregate outstanding principal amount of the Class A Revolving Loans funded by such Class A Committed Lender hereunder shall exceed its Class A Revolving Commitment. (ii) During the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added subject to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof., including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Lender severally agrees to make Class B Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment; provided that no Class B Lender shall make any such Class B Revolving Loan or portion thereof to the extent that, after giving effect to such Class B Revolving Loan: (a) the Total Utilization of Class B Revolving Commitments exceeds the Class B Borrowing Base; (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date.a Class A Borrowing Base Deficiency or a Class B Borrowing Base Deficiency exists; or (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments aggregate outstanding principal amount of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Class B Revolving Loans as requiredfunded by such Class B Lender hereunder shall exceed its Class B Revolving Commitment.

Revolving Commitments. (a) Subject to the terms and conditions hereofof this Agreement, each Lender who has agreed to provide a Revolving Commitment severally agrees to make revolving credit loans (“Revolving Loans”) advances to the Borrower from time to time on any Business Day during from and including the Commitment Period, at such times as Closing Date to but excluding the Borrower may request in accordance with Section 2.2, Revolving Termination Date in an aggregate principal amount at any one time outstanding which, when added up to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does but not exceed exceeding the amount of such Lender’s 's Revolving Commitment as then in effect; provided, however, (a)the Outstanding Revolving Credit applicable to a Lender shall not at any time exceed such Lender's Revolving Commitment, minus such Lender's Commitment Percentage of the Swingline Advances then outstanding and minus such Lender's Commitment Percentage times the amount available to be drawn against the Existing Letters of Credit and (b) the Outstanding Revolving Credit of all of the Lenders shall not at any time exceed the aggregate Revolving Commitments, minus the Swingline Advances then outstanding and minus the amount available to be drawn against the Existing Letters of Credit. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay and reborrow hereunder the amount of the Revolving Commitments and may establish Base Rate Accounts and Libor Accounts thereunder and, until the Revolving Termination Date, the Borrower may Continue Libor Accounts established under the Revolving Loans or Convert Accounts established under the Revolving Loans of one Type into Accounts of the other Type. Accounts of each Type under the Revolving Loan made by each Lender shall be established and maintained at such Lender's Applicable Lending Office for Revolving Loans of such Type. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and NationsBank may at its discretion from time to time advance (but shall in no event be obligated to advance), Revolving Loans which are to be funded solely by NationsBank (the "Swingline Advances"); provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all the Swingline Advances outstanding at any time shall not exceed $10,000,000 and the aggregate principal amount of the Revolving Loans would outstanding at any time (inclusive of the Swingline Advances) shall not exceed the Total aggregate principal amount of the Revolving Commitments, (ii) all Swingline Advances shall be and shall remain Base Rate Loans or shall be fixed rate loans at a rate to be agreed by the Borrower and NationsBank, and (iii) NationsBank shall give the Administrative Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Administrative Agent or any Lender (but no Borrowing more often than once every calendar quarter). Furthermore, upon one Business Day's prior written notice given by NationsBank to the Administrative Agent and the other Lenders at any time and from time to time (including, without limitation, at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Revolving Termination Date, each Lender (including, without limitation, NationsBank) severally agrees, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary contained in this Agreement, any Default or Event of Default or the inability or failure of the Borrower or any of its Subsidiaries or any other Obligated Party to satisfy any condition precedent to funding any of the Revolving Loans contained in Article 7 (which conditions precedent shall not apply to this sentence), to make a Revolving Loan, in the form of a Base A Rate Account, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such Revolving Loans shall be made promptly paid by the Administrative Agent to NationsBank and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. NationsBank agrees to use all reasonable efforts to cause Swingline Advances which have been outstanding for 15 days or more to be refinanced by Revolving Loans in the form of Base Rate Accounts or Libor Accounts in accordance with this Section 2.1 if and to the extent that such refinancing may occur given the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to minimum borrowing amounts set forth in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof5.2. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Revolving Commitment Period, Period the Borrower may borrowuse the Revolving Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 4.2. (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date. (c) The failure Borrower may from time to time elect to increase the Revolving Commitments in a minimum amount of $25,000,000 so long as, after giving effect thereto, the Total Revolving Commitments do not exceed $150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Lenders and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 6.1(h) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other relevant Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make any payments to such other relevant Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders are several and no Lender to equal its Revolving Percentage of such outstanding Revolving Loans, (ii) the Borrower shall be responsible for any other Lender’s failure deemed to make have repaid and reborrowed all outstanding Revolving Loans as requiredof the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 3.2), (iii) the risk participations in outstanding Letters of Credit shall be automatically adjusted such that each Revolving Lender shall have a risk participation in each outstanding Letter of Credit equal to its Revolving Percentage and (iv) the Borrower shall pay all outstanding accrued interest and fees through the effective date. The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.10 if the deemed payment occurs other than on the last day of the related Interest Periods.

Revolving Commitments. (aA) Subject to the terms and conditions hereofset forth herein and in the Restated Credit Agreement, each Lender severally agrees to make revolving credit loans (Person party hereto whose name is set forth on Schedule 2.01 hereto under the heading “Revolving LoansLenders” (each such Person, a “Revolving Lender”) to agrees that, on and as of the Borrower from time to time on any Business Day during the Restatement Effective Date, such Revolving Lender shall have a Revolving Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding whichset forth under the heading “Revolving Commitments” opposite its name on Schedule 2.01 hereto and shall be entitled to all the rights of, when added to such Lender’s Applicable Percentage and be bound by all of the aggregate principal amount of Swingline Loans then outstandingobligations of, does not exceed Lenders with Revolving Commitments under the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Restated Credit Agreement and the other Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereofDocuments. (bB) The Borrower Each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, Schedule 2.01 hereto sets forth all the Revolving Commitments of all the Revolving Lenders in effect on and as of the Restatement Effective Date, and that no Person whose name does not appear on Schedule 2.01 hereto under the heading “Revolving Lenders” shall repay all outstanding have, or shall be deemed to have, on and as of the Restatement Effective Date, a Revolving Loans Commitment under the Restated Credit Agreement or be a Revolving Lender thereunder. Without limiting the foregoing, the Revolving Commitment (as defined in the Existing Credit Agreement) of each Person whose name is set forth on Schedule 2.01 hereto under the Termination Date. heading “Exiting Revolving Lenders” (ceach such Person, an “Exiting Revolving Lender”) The failure shall terminate on and as of any Lender to make any Revolving Loan required the Restatement Effective Date and such Person shall cease to be made by it a Revolving Lender under the Restated Credit Agreement and, in such capacity, shall not relieve cease to have any other Lender of its obligations hereunder; provided that under, and shall cease to be a party to, the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredRestated Credit Agreement.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) Loans to the Borrower Borrowers from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, Period in an aggregate principal amount at any one time outstanding whichoutstanding, when added to such Lender’s Applicable Commitment Percentage of the aggregate principal amount of Swingline Loans L/C Obligations then outstanding, which does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower Borrowers may borrowuse the Commitments by borrowing, prepay prepaying the Revolving Loans in whole or in part, part and reborrowreborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.2 and 2.6. (b) The From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent and the then Issuing Lenders (which consents shall repay not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all outstanding Revolving Loans on purposes and to the Termination Datesame extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement. (c) The failure Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the extent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register. (d) Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by each Lender, Interest Periods having terms other than as set forth herein ), on each date upon which the Total Commitments shall be increased pursuant to this Section, to the extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any Lender New Lenders) pursuant to make their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any Revolving Loan required amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrowers and the respective Lenders. (e) On the Termination Date, each Borrower shall repay all then outstanding Loans made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredsuch Borrower.

Revolving Commitments. (ai) Subject to Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make revolving credit loans denominated in Dollars (each a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to the Borrower at any time and from time to time on any Business Day during the Commitment Period, at such times as Revolving Availability Period with respect to the Borrower may request in accordance with Section 2.2, 3-Year Revolving Facility in an aggregate principal amount at any one time outstanding whichnot to exceed, when added to such Lender’s Applicable Percentage LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment of such Lender, which 3-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment. (ii) Each Lender under the 5-Year Revolving Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time during the Revolving Availability Period with respect to the 5-Year Revolving Facility in an aggregate principal amount of Swingline Loans then outstandingnot to exceed, does not exceed when added to such Lender’s LC Exposure under the amount 5-Year Revolving Facility, the 5-Year Revolving Commitment of such Lender’s , which 5-Year Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the Total 5-Year Revolving Extensions of Credit exceed the Total 5-Year Revolving Commitment. (iii) Each Borrowing of a Revolving Loan under the applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with their respective Revolving Commitments; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it under the applicable Revolving Facility shall not in itself relieve any the other Lender Lenders under such Revolving Facility of its their obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as requiredlend.