Common use of Revolving Facility Loans Clause in Contracts

Revolving Facility Loans. (A) Subject to clause (f) below, each Tranche A Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche A Revolving Facility Loan”) and (B) each Tranche B Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche B Revolving Facility Loan”), (1)(A) in each case in U.S. Dollars from its U.S. Lending Office to the U.S. Borrower, (B) in the case of Tranche A Revolving Facility Loans (i) in U.S. Dollars and Foreign Currencies (other than Canadian Dollars) from its Foreign Lending Office to a German Borrower and (ii) in U.S. Dollars and Foreign Currencies from its Foreign Lending Office to the Canadian Borrower and (C) in the case of Tranche B Revolving Facility Loans in U.S. Dollars from its Foreign Lending Office to a German Borrower and the Canadian Borrower and (2) in each case, after giving effect thereto and to the application of proceeds thereof, in an aggregate principal amount that will not result in (I) such Lender’s Tranche A Revolving Facility Loans exceeding the Tranche A Revolving Facility Commitment of such Lender, (II) such Lender’s Tranche A Revolving Facility Exposure exceeding the Tranche A Revolving Facility Commitment of such Lender, (III) such Lender’s Tranche B Revolving Facility Exposure exceeding the Tranche B Revolving Facility Commitment of such Lender, (IV) the Aggregate Revolving Facility Exposure exceeding the lesser of (x) the Aggregate Revolving Facility Commitments and (y) the Global Borrowing Base, (V) the aggregate U.S. Revolving Facility Exposure exceeding the aggregate of the U.S. Tranche A Borrowing Base and the U.S. Tranche B Borrowing Base (the “U.S. Sublimit”), (VI) the German Revolving Facility Exposure with respect to Germany Silicone Borrower exceeding the Germany Silicone Availability, (VII) the German Revolving Facility Exposure with respect to Germany Quartz Borrower exceeding the Global Borrowing Base (clauses (VI) and (VII) together, the “German Sublimit”) or (VIII) the Canadian Revolving Facility Exposure exceeding the Global Borrowing Base less the sum of the Germany Silicone Tranche A Borrowing Base, the Germany Silicone Tranche B Borrowing Base, the Germany Quartz Tranche A Borrowing Base and the Germany Quartz Tranche B Borrowing Base (the “Canadian Sublimit”). Notwithstanding the foregoing, Tranche A Revolving Facility Loans shall not be made, unless, after giving effect to the Tranche B Revolving Facility Loans being made on such date, the Tranche B Revolving Facility Exposure is at least equal to the Tranche B Revolving Facility Commitment. Each Revolving Facility Loan made hereunder shall be deemed a Tranche B Revolving Facility Loan until the limitation in the immediately preceding sentence is satisfied and, thereafter, each Revolving Facility Loan in excess thereof will be deemed a Tranche A Revolving Facility Loan.

Revolving Facility Loans. (A) Subject to clause (f) below, each Tranche A Each Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche A Revolving Facility Loan”) and (B) each Tranche B Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche B Revolving Facility Loan”), (1)(A) in each case in U.S. Dollars from its U.S. Lending Office to the U.S. Borrower, (B) in the case of Tranche A Revolving Facility Loans (i) in U.S. Dollars and Foreign Currencies (other than Canadian Dollars) or euro to the U.S. Borrower from its Foreign such Lender’s U.S. Lending Office to a German Borrower and or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), (ii) in Canadian Dollars or U.S. Dollars and Foreign Currencies from its Foreign Lending Office to the Canadian Borrower from its Canadian Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate) and/or to cause its Canadian Lending Office (or any other Lending Office of such Lender, as such Lender may designate) to accept and purchase or arrange for the acceptance and purchase of drafts drawn by the Canadian Borrower in Canadian Dollars as B/As, (Ciii) in the case of Tranche B Revolving Facility Loans in U.S. Dollars from its Foreign Lending Office or euro to a German each of the Dutch Borrower and the Canadian German Borrower from such Lender’s U.S. Lending Office or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), and (2iv) in euro, U.S. Dollars or Sterling to each caseU.K. Borrower from such Lender’s Euro Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate), in each case after giving effect thereto and to the application of proceeds thereof, in an aggregate principal amount that will not result in (I) such Lender’s Tranche A Revolving Facility Loans exceeding the Tranche A Revolving Facility Commitment of such Lender, (II) such Lender’s Tranche A Revolving Facility Exposure exceeding the Tranche A Revolving Facility Commitment of such Lender, (III) such Lender’s Tranche B Revolving Facility Exposure exceeding the Tranche B Revolving Facility Commitment of such Lender, (IV) the Aggregate Total Revolving Facility Exposure exceeding the lesser of (x) the Aggregate Total Revolving Facility Commitments and (y) the Global Borrowing Base, (VIV) the aggregate U.S. Revolving Facility Exposure exceeding the aggregate of the U.S. Tranche A Borrowing Base and the U.S. Tranche B Borrowing Base (the “U.S. Sublimit”), ) or (VIV) (x) the Total Revolving Facility Exposure less the German Revolving Facility Exposure with respect to Germany Silicone Borrower exceeding the Germany Silicone Availability, (VIIy) the German Revolving Facility Exposure with respect to Germany Quartz Borrower exceeding the Global Borrowing Base (clauses (VI) and (VII) together, the “German Sublimit”) or (VIII) the Canadian Revolving Facility Exposure exceeding the Global Borrowing Base less the sum of the Germany Silicone Tranche A Borrowing Base, the Germany Silicone Tranche B Borrowing Base, the Germany Quartz Tranche A Borrowing Base and the Germany Quartz Tranche B German Borrowing Base (the “Canadian Specified Sublimit”). Notwithstanding anything herein to the foregoingcontrary, Tranche A on the Stage 2 Amendment Effective Date, (i) the 2016 Extended Revolving Facility Commitments shall automatically replace the Revolving Facility Commitments in effect hereunder immediately prior to the Stage 2 Amendment Effective Date, unless the 2016 Extended Revolving Facility Commitment of a Lender is structured as an extension of its Revolving Facility Commitments in effect immediately prior to the Stage 2 Amendment Effective Date, in which case the specified Revolving Facility Commitments of such Lender in effect immediately prior to the Stage 2 Amendment Effective Date shall, on the Stage 2 Amendment Effective Date, be extended as 2016 Extended Revolving Facility Commitments and, if applicable, reduced to be the amount of such Lender’s 2016 Extended Revolving Facility Commitment set forth on Annex II hereto (subject to further reduction pursuant to Section 2.01(a)) and (ii) the Revolving Facility Exposure under this Agreement immediately prior to the Stage 2 Amendment Effective Date shall remain outstanding hereunder and shall be deemed to be extensions of credit under the 2016 Extended Revolving Facility Commitments. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans and each Borrowing outstanding immediately prior to the Stage 2 Amendment Effective Date shall not be made, unless, remain outstanding after giving effect to the Tranche B Stage 2 Amendment Effective Date, but shall be held by each Lender with a 2016 Extended Revolving Facility Commitment on a pro rata basis based on the amount of its 2016 Extended Revolving Facility Commitment, including without limitation processing any deemed assignments of Revolving Facility Loans being made between the Lenders to reflect such pro rata holdings (with (1) any Lenders with a 2016 Extended Revolving Facility Commitment that is greater than its Revolving Facility Commitment in effect immediately prior to the Stage 2 Amendment Effective Date agreeing to be an Assignee and purchase any such Revolving Facility Loans to the extent required to effect the foregoing and (2) any Lenders with a 2016 Extended Revolving Facility Commitment that is less than its Revolving Facility Commitment in effect prior to the Stage 2 Amendment Effective Date agreeing to be an assignor with respect to any such assignment to the extent required to effect the foregoing). To the extent requested by any Lender on such dateor prior to the Stage 2 Amendment Effective Date, the Tranche B 2016 Extended Revolving Facility Exposure is at least equal Commitment of such Lender may be structured as an extension of its Revolving Facility Commitments in effect hereunder immediately prior to the Tranche B Stage 2 Amendment Effective Date; provided that, for the avoidance of doubt, such extended Revolving Facility Commitments shall constitute and be treated as 2016 Extended Revolving Facility Commitments for all purposes hereunder. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, in no event shall a Lender’s Revolving Facility Loans exceed the Revolving Facility Commitment of such Lender on the Stage 2 Amendment Effective Date. In addition, notwithstanding anything herein to the contrary, any Additional Extending Lender may become a Lender hereunder and agree to provide Revolving Facility Commitments hereunder that will be included as 2016 Extended Revolving Facility Commitments hereunder pursuant to joinder documentation reasonably acceptable to the Administrative Agent and the U.S. Borrower. The 2016 Extended Revolving Facility Commitments of Additional Extending Lenders will be in addition to the 2016 Extended Revolving Facility Commitments in effect immediately prior to any Additional Extending Lender Effective Date; provided that, to the extent the total aggregate principal amount of the 2016 Extended Revolving Facility Commitments would otherwise exceed $350,000,000 after giving effect to any Additional Extending Lender Commitment, the 2016 Extended Revolving Facility Commitments of the Prior Extending Lenders (other than those provided by the Excluded Extending Lenders) shall be reduced pro rata by the aggregate amount of such excess automatically upon the execution by such Additional Extending Lender of such joinder documentation. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loan made hereunder Loans and each Borrowing outstanding immediately prior to an Additional Extending Lender Effective Date shall remain outstanding after giving effect to the Additional Extending Lender Effective Date, but shall be deemed held by each Lender with a Tranche B 2016 Extended Revolving Facility Loan until Commitment on a pro rata basis based on the amount of its 2016 Extended Revolving Facility Commitment after giving effect to the Additional Extending Lender Effective Date, including without limitation processing any deemed assignments of Revolving Facility Loans between the Lenders to reflect such pro rata holdings. The U.S. Borrower may, with the consent of the Administrative Agent in the immediately preceding sentence is satisfied andAdministrative Agent’s sole discretion, thereafterappoint up to one Additional Extending Lender as a Joint Lead Arranger and grant such entity additional titles as agreed by the U.S. Borrower and Administrative Agent under this Agreement. On the Additional Extending Lender Effective Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of the Additional Extending Lender Commitment of each Additional Extending Lender and the granting of any title pursuant to this Section 2.01(a). Any such amendment may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. For the avoidance of doubt, in no event shall the 2016 Extended Revolving Facility Loan in excess thereof will be deemed a Tranche A Commitments exceed $350,000,000 (other than pursuant to an Incremental Revolving Facility LoanCommitment pursuant to Section 2.21).

Revolving Facility Loans. (A) Subject to clause (f) below, each Tranche A Each Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche A Revolving Facility Loan”) and (B) each Tranche B Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche B Revolving Facility Loan”), (1)(A) in each case in U.S. Dollars from its U.S. Lending Office to the U.S. Borrower, (B) in the case of Tranche A Revolving Facility Loans (i) in U.S. Dollars and Foreign Currencies (other than Canadian Dollars) or euro to the U.S. Borrower from its Foreign such Lender’s U.S. Lending Office to a German Borrower and or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), (ii) in Canadian Dollars or U.S. Dollars and Foreign Currencies from its Foreign Lending Office to the Canadian Borrower from its Canadian Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate) and/or to cause its Canadian Lending Office (or any other Lending Office of such Lender, as such Lender may designate) to accept and purchase or arrange for the acceptance and purchase of drafts drawn by the Canadian Borrower in Canadian Dollars as B/As, (Ciii) in the case of Tranche B Revolving Facility Loans in U.S. Dollars or euro to the Dutch Borrower from its Foreign such Lender’s U.S. Lending Office to a German Borrower and the Canadian Borrower or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), and (2iv) in euro, U.S. Dollars or Sterling to each caseU.K. Borrower from such Lender’s Euro Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate), in each case after giving effect thereto and to the application of proceeds thereof, in an aggregate principal amount that will not result in (I) such Lender’s Tranche A Revolving Facility Loans exceeding the Tranche A Revolving Facility Commitment of such Lender, (II) such Lender’s Tranche A Revolving Facility Exposure exceeding the Tranche A Revolving Facility Commitment of such Lender, (III) such Lender’s Tranche B Revolving Facility Exposure exceeding the Tranche B Revolving Facility Commitment of such Lender, (IV) the Aggregate Total Revolving Facility Exposure exceeding the lesser of (x) the Aggregate Total Revolving Facility Commitments and (y) the Global Borrowing Base, Base or (VIV) the aggregate U.S. Revolving Facility Exposure exceeding the aggregate of the U.S. Tranche A Borrowing Base and the U.S. Tranche B Borrowing Base (the “U.S. Sublimit”), (VI) the German Revolving Facility Exposure with respect to Germany Silicone Borrower exceeding the Germany Silicone Availability, (VII) the German Revolving Facility Exposure with respect to Germany Quartz Borrower exceeding the Global Borrowing Base (clauses (VI) and (VII) together, the “German Sublimit”) or (VIII) the Canadian Revolving Facility Exposure exceeding the Global Borrowing Base less the sum of the Germany Silicone Tranche A Borrowing Base, the Germany Silicone Tranche B Borrowing Base, the Germany Quartz Tranche A Borrowing Base and the Germany Quartz Tranche B Borrowing Base (the “Canadian Sublimit”). Notwithstanding the foregoing, Tranche A Revolving Facility Loans shall not be made, unless, after giving effect to the Tranche B Revolving Facility Loans being made on such date, the Tranche B Revolving Facility Exposure is at least equal to the Tranche B Revolving Facility Commitment. Each Revolving Facility Loan made hereunder shall be deemed a Tranche B Revolving Facility Loan until the limitation in the immediately preceding sentence is satisfied and, thereafter, each Revolving Facility Loan in excess thereof will be deemed a Tranche A Revolving Facility Loan.

Revolving Facility Loans. (A) Subject to clause (f) below, each Each Tranche A Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche A Revolving Facility Loan”) and (B) each Tranche B Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche B Revolving Facility Loan”), (1)(A1) in each case (i) in U.S. Dollars from its U.S. Lending Office to the U.S. Borrower, (B) in the case of Tranche A Revolving Facility Loans (iii) in U.S. Dollars and Foreign Currencies (other than Canadian Dollars) from its Foreign Lending Office to a German Borrower and (iiiii) in U.S. Dollars and Foreign Currencies from its Foreign Lending Office to the Canadian Borrower and (C) in the case of Tranche B Revolving Facility Loans in U.S. Dollars from its Foreign Lending Office to a German Borrower and the Canadian Borrower and (2) in each case, after giving effect thereto and to the application of proceeds thereof, in an aggregate principal amount that will not result in (I) such Lender’s Tranche A Revolving Facility Loans exceeding the Tranche A Revolving Facility Commitment of such Lender, (II) such Lender’s Tranche A Revolving Facility Exposure exceeding the Tranche A Revolving Facility Commitment of such Lender, (III) such Lender’s Tranche B Revolving Facility Exposure exceeding the Tranche B Revolving Facility Commitment of such Lender, (IV) the Aggregate Revolving Facility Exposure exceeding the lesser of (x) the Aggregate Revolving Facility Commitments and (y) the Global Borrowing Base, (V) the aggregate U.S. Revolving Facility Exposure exceeding the aggregate of the U.S. Tranche A Borrowing Base and the U.S. Tranche B Borrowing Base (the “U.S. Sublimit”), (VI) the German Revolving Facility Exposure with respect to Germany Silicone Borrower exceeding the Germany Silicone Availability, (VII) the German Revolving Facility Exposure with respect to Germany Quartz Borrower exceeding the Global Borrowing Base (clauses (VI) and (VII) together, the “German Sublimit”) or (VIII) the Canadian Revolving Facility Exposure exceeding the Global Borrowing Base less the sum of the Germany Silicone Tranche A Borrowing Base, the Germany Silicone Tranche B Borrowing Base, the Germany Quartz Tranche A Borrowing Base and the Germany Quartz Tranche B Borrowing Base (the “Canadian Sublimit”). Notwithstanding the foregoing, Tranche A Revolving Facility Loans shall not be made, unless, after giving effect to the Tranche B Revolving Facility Loans being made on such date, the Tranche B Revolving Facility Exposure is at least equal to the Tranche B Revolving Facility Commitment. Each Revolving Facility Loan made hereunder shall be deemed a Tranche B Revolving Facility Loan until the limitation in the immediately preceding sentence is satisfied and, thereafter, each Revolving Facility Loan in excess thereof will be deemed a Tranche A Revolving Facility Loan.

Revolving Facility Loans. (A) Subject to clause (f) below, each Tranche A Each Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche A Revolving Facility Loan”) and (B) each Tranche B Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche B Revolving Facility Loan”), (1)(A) in each case in U.S. Dollars from its U.S. Lending Office to the U.S. Borrower, (B) in the case of Tranche A Revolving Facility Loans (i) in U.S. Dollars and Foreign Currencies (other than Canadian Dollars) or euro to the U.S. Borrower from its Foreign such Lender’s U.S. Lending Office to a German Borrower and or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), (ii) in Canadian Dollars or U.S. Dollars and Foreign Currencies from its Foreign Lending Office to the Canadian Borrower from its Canadian Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate) and/or to cause its Canadian Lending Office (or any other Lending Office of such Lender, as such Lender may designate) to accept and purchase or arrange for the acceptance and purchase of drafts drawn by the Canadian Borrower in Canadian Dollars as B/As, (Ciii) in the case of Tranche B Revolving Facility Loans in U.S. Dollars from its Foreign Lending Office or euro to a German each of the Dutch Borrower and the Canadian German Borrower from such Lender’s U.S. Lending Office or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), and (2iv) in euro, U.S. Dollars or Sterling to each caseU.K. Borrower from such Lender’s Euro Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate), in each case after giving effect thereto and to the application of proceeds thereof, in an aggregate principal amount that will not result in (I) such Lender’s Tranche A Revolving Facility Loans exceeding the Tranche A Revolving Facility Commitment of such Lender, (II) such Lender’s Tranche A Revolving Facility Exposure exceeding the Tranche A Revolving Facility Commitment of such Lender, (III) such Lender’s Tranche B Revolving Facility Exposure exceeding the Tranche B Revolving Facility Commitment of such Lender, (IV) the Aggregate Total Revolving Facility Exposure exceeding the lesser of (x) the Aggregate Total Revolving Facility Commitments and (y) the Global Borrowing Base, (VIV) the aggregate U.S. Revolving Facility Exposure exceeding the aggregate of the U.S. Tranche A Borrowing Base and the U.S. Tranche B Borrowing Base (the “U.S. Sublimit”), ) or (VIV) (x) the Total Revolving Facility Exposure less the German Revolving Facility Exposure with respect to Germany Silicone Borrower exceeding the Germany Silicone Availability, (VIIy) the German Revolving Facility Exposure with respect to Germany Quartz Borrower exceeding the Global Borrowing Base (clauses (VI) and (VII) together, the “German Sublimit”) or (VIII) the Canadian Revolving Facility Exposure exceeding the Global Borrowing Base less the sum of the Germany Silicone Tranche A Borrowing Base, the Germany Silicone Tranche B Borrowing Base, the Germany Quartz Tranche A Borrowing Base and the Germany Quartz Tranche B German Borrowing Base (the “Canadian Specified Sublimit”). Notwithstanding the foregoing, Tranche A Revolving Facility Loans shall not be made, unless, after giving effect to the Tranche B Revolving Facility Loans being made on such date, the Tranche B Revolving Facility Exposure is at least equal to the Tranche B Revolving Facility Commitment. Each Revolving Facility Loan made hereunder shall be deemed a Tranche B Revolving Facility Loan until the limitation in the immediately preceding sentence is satisfied and, thereafter, each Revolving Facility Loan in excess thereof will be deemed a Tranche A Revolving Facility Loan.

Revolving Facility Loans. (A) Subject to clause (f) below, each Tranche A Each Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche A Revolving Facility Loan”) and (B) each Tranche B Lender severally agrees to make a loan or loans from time to time during the Availability Period (each, a “Tranche B Revolving Facility Loan”), (1)(A) in each case in U.S. Dollars from its U.S. Lending Office to the U.S. Borrower, (B) in the case of Tranche A Revolving Facility Loans (i) in U.S. Dollars and Foreign Currencies (other than Canadian Dollars) or euro to the U.S. Borrower from its Foreign such Lender’s U.S. Lending Office to a German Borrower and or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), (ii) in Canadian Dollars or U.S. Dollars and Foreign Currencies from its Foreign Lending Office to the Canadian Borrower from its Canadian Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate) and/or to cause its Canadian Lending Office (or any other Lending Office of such Lender, as such Lender may designate) to accept and purchase or arrange for the acceptance and purchase of drafts drawn by the Canadian Borrower in Canadian Dollars as B/As, (Ciii) in the case of Tranche B Revolving Facility Loans in U.S. Dollars from its Foreign Lending Office or euro to a German each of the Dutch Borrower and the Canadian German Borrower from such Lender’s U.S. Lending Office or Euro Lending Office (or any other Lending Office of such Lender, as such Lender may designate), and (2iv) in euro, U.S. Dollars or Sterling to each caseU.K. Borrower from such Lender’s Euro Lending Office or U.S. Lending Office (or any other Lending Office of such Lender, as such Lender may designate), in each case after giving effect thereto and to the application of proceeds thereof, in an aggregate principal amount that will not result in (I) such Lender’s Tranche A Revolving Facility Loans exceeding the Tranche A Revolving Facility Commitment of such Lender, (II) such Lender’s Tranche A Revolving Facility Exposure exceeding the Tranche A Revolving Facility Commitment of such Lender, (III) such Lender’s Tranche B Revolving Facility Exposure exceeding the Tranche B Revolving Facility Commitment of such Lender, (IV) the Aggregate Total Revolving Facility Exposure exceeding the lesser of (x) the Aggregate Total Revolving Facility Commitments and (y) the Global Borrowing Base, (VIV) the aggregate U.S. Revolving Facility Exposure exceeding the aggregate of the U.S. Tranche A Borrowing Base and the U.S. Tranche B Borrowing Base (the “U.S. Sublimit”), ) or (VIV) (x) the Total Revolving Facility Exposure less the German Revolving Facility Exposure with respect to Germany Silicone Borrower exceeding the Germany Silicone Availability, (VIIy) the German Revolving Facility Exposure with respect to Germany Quartz Borrower exceeding the Global Borrowing Base (clauses (VI) and (VII) together, the “German Sublimit”) or (VIII) the Canadian Revolving Facility Exposure exceeding the Global Borrowing Base less the sum of the Germany Silicone Tranche A Borrowing Base, the Germany Silicone Tranche B Borrowing Base, the Germany Quartz Tranche A Borrowing Base and the Germany Quartz Tranche B German Borrowing Base (the “Canadian Specified Sublimit”). Notwithstanding anything herein to the foregoingcontrary, Tranche A on the Stage 2 Amendment Effective Date, the 2016 Extended Revolving Facility Commitments shall automatically replace the Revolving Facility Commitments in effect hereunder immediately prior to the Stage 2 Amendment Effective Date and the Revolving Facility Exposure under this Agreement immediately prior to the Stage 2 Amendment Effective Date shall remain outstanding hereunder and shall be deemed to be extensions of credit under the 2016 Extended Revolving Facility Commitments. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans and each Borrowing outstanding immediately prior to the Stage 2 Amendment Effective Date shall not be made, unless, remain outstanding after giving effect to the Tranche B Stage 2 Amendment Effective Date, but shall be held by each Lender with a 2016 Extended Revolving Facility Commitment on a pro rata basis based on the amount of its 2016 Extended Revolving Facility Commitment, including without limitation processing any deemed assignments of Revolving Facility Loans being made between the Lenders to reflect such pro rata holdings (with (1) any Lenders with a 2016 Extended Revolving Facility Commitment that is greater than its Revolving Facility Commitment in effect immediately prior to the Stage 2 Amendment Effective Date agreeing to be an Assignee and purchase any such Revolving Facility Loans to the extent required to effect the foregoing and (2) any Lenders with a 2016 Extended Revolving Facility Commitment that is less than its Revolving Facility Commitment in effect prior to the Stage 2 Amendment Effective Date agreeing to be an assignor with respect to any such assignment to the extent required to effect the foregoing). To the extent requested by any Lender on such dateor prior to the Stage 2 Amendment Effective Date, the Tranche B 2016 Extended Revolving Facility Exposure is at least equal Commitment of such Lender may be structured as an extension of its Revolving Facility Commitments in effect hereunder immediately prior to the Tranche B Stage 2 Amendment Effective Date. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, in no event shall a Lender’s Revolving Facility Loans exceed the Revolving Facility Commitment of such Lender on the Stage 2 Amendment Effective Date. In addition, notwithstanding anything herein to the contrary, any Additional Extending Lender may become a Lender hereunder and agree to provide Revolving Facility Commitments hereunder that will be included as 2016 Extended Revolving Facility Commitments hereunder pursuant to joinder documentation reasonably acceptable to the Administrative Agent and the U.S. Borrower. The 2016 Extended Revolving Facility Commitments of Additional Extending Lenders will be in addition to the 2016 Extended Revolving Facility Commitments in effect immediately prior to any Additional Extending Lender Effective Date; provided that, to the extent the total aggregate principal amount of the 2016 Extended Revolving Facility Commitments would otherwise exceed $350,000,000 after giving effect to any Additional Extending Lender Commitment, the 2016 Extended Revolving Facility Commitments of the Prior Extending Lenders (other than those provided by the Excluded Extending Lenders) shall be reduced pro rata by the aggregate amount of such excess automatically upon the execution by such Additional Extending Lender of such joinder documentation. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loan made hereunder Loans and each Borrowing outstanding immediately prior to an Additional Extending Lender Effective Date shall remain outstanding after giving effect to the Additional Extending Lender Effective Date, but shall be deemed held by each Lender with a Tranche B 2016 Extended Revolving Facility Loan until Commitment on a pro rata basis based on the amount of its 2016 Extended Revolving Facility Commitment after giving effect to the Additional Extending Lender Effective Date, including without limitation processing any deemed assignments of Revolving Facility Loans between the Lenders to reflect such pro rata holdings. The U.S. Borrower may, with the consent of the Administrative Agent in the immediately preceding sentence is satisfied andAdministrative Agent’s sole discretion, thereafterappoint up to one Additional Extending Lender as a Joint Lead Arranger and grant such entity additional titles as agreed by the U.S. Borrower and Administrative Agent under this Agreement. On the Additional Extending Lender Effective Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of the Additional Extending Lender Commitment of each Additional Extending Lender and the granting of any title pursuant to this Section 2.01(a). Any such amendment may be memorialized in writing by the Administrative Agent and the Borrowers and furnished to the other parties hereto. For the avoidance of doubt, in no event shall the 2016 Extended Revolving Facility Loan in excess thereof will be deemed a Tranche A Commitments exceed $350,000,000 (other than pursuant to an Incremental Revolving Facility LoanCommitment pursuant to Section 2.21).