Common use of Revolving Commitments Clause in Contracts

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

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 Revolving Lender, USD Tranche Lender severally and not jointly agrees with the other USD Tranche Lenders to make USD Tranche Revolving LendersLoans 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 making of each such Loan and the issuance of each such Facility LC: (i) the U.S. Dollar Amount of such Lender’s Outstanding Credit Exposure shall not exceed its Commitment Amount; (ii) the Aggregate Outstanding USD Tranche Credit Exposure shall not exceed the Aggregate USD Tranche Commitment Amount; (iii) the 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 the Term Loans) owing by Borrowing Subsidiaries shall not exceed the Maximum Borrowing Subsidiary Amount; and (v) all Base Rate Loans shall be deemed made in U.S. Dollars. Subject to the terms of this Agreement, Borrowers may borrow, repay, and reborrow at any time before the Facility Termination Date. Each LC Issuer shall issue Facility LCs on the Closing Date terms and conditions set forth in Part B of this Article II. Loans may be obtained and maintained, at Company’s election but subject to have made revolving credit loans (eachthe limitations of this Agreement, a “Revolving Loan” andas Base Rate Advances or Eurocurrency Advances. On the Effective Date, collectivelyCompany, Agent, and the Lenders acknowledge and agree that the aggregate outstanding principal balance of 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 Credit Agreement immediately prior shall be deemed to be the Closing Date and (ii) agrees from time to time during the Revolving Commitment Period to make initial USD Tranche Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s under this Agreement. There are no Multicurrency Tranche Revolving Commitment Percentage of Loans on the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s Revolving Commitment in effect at such time as at the date such Loan is to be madeEffective Date. The amount of each Revolving Lender’s Revolving Loans and Revolving Loan Commitment Commitments to extend credit under this Agreement expire on the Closing Date (which Facility Termination Date. Borrowers shall be equal to such Lender’s DIP Revolving Loan Commitment pay all Obligations in effect immediately prior to the Closing Date) shall be equal to the amount reflected full on the Register on the Closing Facility Termination 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period 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 Loans”) in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Revolving Commitment Percentage of Borrowing in (A) the then Aggregate Revolving Outstandings, does not exceed the amount Dollar Amount of such Lender’s Tranche 1 Outstanding Revolving Credit exceeding such Lender’s Tranche 1 Revolving Commitment in effect at such time as at or (B) the date such Loan is to be made. The amount Dollar Amount of each Revolving Lender’s Tranche 1 Revolving Loans and Tranche 3 Revolving Loan Commitment on Loans in Alternative Currencies exceeding the Closing Date Tranche 1-3 Alternative Currency Revolving Sublimit, (which shall be equal 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 DIP Tranche 2 Outstanding Revolving Loan Credit exceeding such Lender’s Tranche 2 Revolving Commitment in effect immediately prior to or (B) 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 Dollar Amount of Tranche 2 Revolving Loans will, in Alternative Currencies exceeding the Tranche 2 Alternative Currency Revolving Sublimit and (iii) 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 extent time of such DIP Borrowing in (A) the Dollar Amount of such Lender’s Tranche 3 Outstanding Revolving Loan was a Eurodollar Loan Credit exceeding such Lender’s Tranche 3 Revolving Commitment or (as defined B) the Dollar Amount of Tranche 1 Revolving Loans and Tranche 3 Revolving Loans in Alternative Currencies exceeding the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Tranche 1-3 Alternative Currency Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderSublimit. During the Revolving Commitment Period, the Borrower Period (i) QVC may use the Tranche 1 Revolving Commitments and Tranche 3 Revolving Commitments by borrowing, prepaying the Tranche 1 Revolving Loans and Tranche 3 Revolving Loans, respectively, in whole or in part, and reborrowing, and (ii) QVC and zulily may each use the Tranche 2 Revolving Commitments by borrowing, prepaying the Tranche 2 Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or Base Rate or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.03 and 2.172.05.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender, Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period to make Revolving Loans in Dollars to Borrower in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment; 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, only in the currency borrowed, during the Revolving Commitment Percentage Period. All Revolving Loans will be made by all Revolving Lenders (including both 2018 Revolving Lenders and 2020 Revolving Lenders) in accordance with their Pro Rata Share of the then Aggregate Revolving OutstandingsCommitments until the 2018 Revolving Commitment Maturity Date; thereafter, does not exceed all Revolving Loans will be made by the amount 2020 Revolving Lenders in accordance with their Pro Rata Share of such the 2020 Revolving Commitments until the 2020 Revolving Commitment Maturity Date. Each Lender’s Revolving Commitment in effect at such time as at shall expire on the date such Loan is to be made. The amount of each applicable Revolving Lender’s Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to such Revolving Loan Commitment Loans and such Revolving Commitments shall be paid in full no later than such applicable date. For the avoidance of doubt, on the Closing Date (which 2018 Revolving Commitment Termination Date, all 2018 Revolving Loans outstanding on such date shall be equal to paid in full and on the 2020 Revolving Commitment Termination Date, all 2020 Revolving Loans outstanding on such Lender’s DIP Revolving Loan Commitment in effect immediately prior to the Closing Date) date shall be equal to the amount reflected on the Register on the Closing Date, which amount shall be conclusive absent manifest errorpaid in full. Such Revolving Loans will, to the extent such DIP Revolving Loan was a Eurodollar Loan (as defined in the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreementb), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans Loans”) in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed Borrowing in the amount of such Lender’s Outstanding Revolving Commitment in effect at Credit under the Revolving Commitments exceeding 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderCommitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or Base Rate ABR Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.03 and 2.172.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the 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. 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. 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 ten (10) Eurocurrency Revolving Borrowings outstanding (which number shall be increased by at least 3 for each Class of Extended Revolving Commitments created after the Closing Date).

Revolving Commitments. i. On the Second Amendment Effective Date (a) Subject immediately prior to giving effect to the terms and conditions hereof2023 Incremental Revolving Commitments), each Second Amendment Revolving Lender agrees to replace its Existing Revolving Commitments in accordance with Section 2.27 of the Credit Agreement with 2023 Revolving Commitments on the terms set forth in this Amendment. Each Second Amendment Revolving Lender hereby severally agrees to provide the 2023 Incremental Revolving Commitments in an aggregate amount equal to such Second Amendment Revolving Lender’s 2023 Incremental Revolving Commitment, severally which 2023 Incremental Revolving Commitment shall constitute part of, and not jointly with be added to, the other 2023 Revolving LendersCommitments. ii. From and after the Second Amendment Effective Date, (i) each Second Amendment Revolving Lender shall be deemed on the Closing Date to have made revolving credit loans (eacha “Lender”, a “Revolving LoanLender”, an “Incremental Lender” andand an “Incremental Revolving Lender” for all purposes under the Amended Credit Agreement and the other Loan Documents and perform all the obligations of, collectivelyand have all the rights of, a Lender and Revolving Lender thereunder and (ii) the 2023 Revolving Commitments (including, for the avoidance of doubt, the 2023 Incremental Revolving Commitments) shall constitute “Revolving Commitments”, and the 2023 Revolving Loans (including, for the avoidance of doubt, the 2023 Incremental Revolving Loans) shall constitute “Revolving Loans”” for all purposes under the Amended Credit Agreement. iii. On the Second Amendment Effective Date, (i) to the Borrower in an amount equal to the amount of such Lender’s DIP all Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date and effectiveness of this Amendment (if any) shall be reallocated on a pro rata basis among the Revolving Lenders (which shall include the Second Amendment Revolving Lenders), (ii) agrees from time each Second Amendment Revolving Lender will automatically and without further act be deemed to time during the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage have assumed its ratable share of the then Aggregate Revolving Outstandingsparticipations under the Amended Credit Agreement in outstanding Letters of Credit (if any) such that, does not exceed the amount of such Lender’s Revolving Commitment in giving 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowingthis Amendment, all in of the accordance with Second Amendment Revolving Lenders’ participations under 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.Amended

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender, Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period to make Revolving Loans in Dollars to Borrower in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment; 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, only in the currency borrowed, during the Revolving Commitment Percentage Period. All Revolving Loans will be made by all Revolving Lenders (including both 2018 Revolving Lenders and 2020 Revolving Lenders) in accordance with their Pro Rata Share of the then Aggregate Revolving OutstandingsCommitments until the 2018 Revolving Commitment Maturity Date; thereafter, does not exceed all Revolving Loans will be made by the amount 2020 Revolving Lenders in accordance with their Pro Rata Share of such the 2020 Revolving Commitments until the 2020 Revolving Commitment Maturity Date. Each Lender’s Revolving Commitment in effect at such time as at shall expire on the date such Loan is to be made. The amount of each applicable Revolving Lender’s Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to thesuch Revolving Loan Commitment Loans and thesuch Revolving Commitments shall be paid in full no later than such dateapplicable date. For the avoidance of doubt, on the Closing Date (which 2018 Revolving Commitment Termination Date, all 2018 Revolving Loans outstanding on such date shall be equal to paid in full and on the 2020 Revolving Commitment Termination Date, all 2020 Revolving Loans outstanding on such Lender’s DIP Revolving Loan Commitment in effect immediately prior to the Closing Date) 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 paid in the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17full.

Revolving Commitments. If at any time (aA) Subject to the terms Outstanding Amount of Multi-Currency Revolving Loan Obligations and conditions hereof, each Competitive Revolving Lender, severally and not jointly with Loans shall exceed the other Aggregate Multi-Currency Revolving LendersCommitted Amount, (iB) the Outstanding Amount of USD L/C Obligations plus the Outstanding Amount of Multi-Currency L/C Obligations shall be deemed exceed the L/C Combined Sublimit, (C) the Outstanding Amount of USD Swingline Loans plus the Outstanding Amount of Multi-Currency Swingline Loans shall exceed the Swingline Combined Sublimit, (D) the Outstanding Amount of USD Revolving Loan Obligations shall exceed the Aggregate USD Revolving Committed Amount, (E) the Outstanding Amount of Euro Revolving Loan Obligations shall exceed the Aggregate Euro Revolving Committed Amount, (F) the Outstanding Amount of USD L/C Obligations shall exceed the USD L/C Sublimit, (G) the Outstanding Amount of USD Swingline Loans shall exceed the USD Swingline Sublimit, (H) the Outstanding Amount of Multi-Currency Swingline Loans shall exceed the Multi-Currency Swingline Sublimit, (I) the aggregate principal amount of Revolving Loan Obligations owing by any Borrower shall exceed its respective Borrowing Limit, or (J) the Outstanding Amount of Competitive Revolving Loans shall exceed the Competitive Revolving Loan Maximum Amount, then the applicable Borrowers shall make an immediate prepayment on or in respect of the Closing Date to have made revolving credit loans (each, a “respective Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Loan Obligations in an amount equal to the amount of such Lender’s DIP Revolving Loans outstanding under the Existing DIP Agreement immediately prior difference; provided, however, that, except with respect to the Closing Date clauses (B) and (iiF) agrees from time to time during above, L/C Obligations will not be Cash Collateralized hereunder until the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Swingline Loans in whole or respect thereof have been paid in part, and reborrowing, 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 2.17full.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender, Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period to make Revolving Loans in Dollars to Borrower in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment; 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, only in the currency borrowed, during the Revolving Commitment Percentage Period. All Revolving Loans will be made by all Revolving Lenders (including both 2018 Revolving Lenders and 2020 Revolving Lenders) in accordance with their Pro Rata Share of the then Aggregate Revolving OutstandingsCommitments until the 2018 Revolving Commitment Maturity Date; thereafter, does not exceed all Revolving Loans will be made by the amount 2020 Revolving Lenders in accordance with their Pro Rata Share of such the 2020 Revolving Commitments until the 2020 Revolving Commitment Maturity Date. Each Lender’s Revolving Commitment in effect at such time as at shall expire on the date such Loan is to be made. The amount of each applicable Revolving Lender’s Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to such Revolving Loan Commitment Loans and such Revolving Commitments shall be paid in full no later than such applicable date. For the avoidance of doubt, on the Closing Date (which 2018 Revolving Commitment Termination Date, all 2018 Revolving Loans outstanding on such date shall be equal to paid in full and on the 2020 Revolving Commitment Termination Date, all 2020 Revolving Loans outstanding on such Lender’s DIP Revolving Loan Commitment in effect immediately prior to the Closing Date) 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 paid in the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17full.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the applicable Revolving Commitment Period Period, (i) each Existing Dollar Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Existing Dollar Revolving Loans Loans”) in an aggregate principal amount at any one time outstanding which, when added to that will not result in such Lender’s Existing Revolving Commitment Percentage Loans under the Existing Dollar Revolving Commitments exceeding such Lender’s Existing Dollar Revolving Commitment, (ii) each Existing Multicurrency Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Existing Multicurrency Revolving Loans”; together with the Existing Dollar Revolving Loans, the “Existing Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the then Aggregate Revolving Outstandings, does not exceed the amount Dollar Amount of such Lender’s Revolving Commitment in effect at such time as at the date such Loan is to be made. The amount of each Revolving Lender’s Existing Revolving Loans and under the Existing Multicurrency Revolving Loan Commitment on the Closing Date (which shall be equal to Commitments exceeding 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Multicurrency Revolving Commitment Period, or (B) the Borrower may use the Revolving Commitments by borrowing, prepaying the Dollar Amount of Existing Multicurrency Revolving Loans in whole or Alternative Currencies exceeding the Existing Alternative Currency Revolving Sublimit, (iii) each New Dollar Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in partDollars (“New Dollar Revolving Loans”) in an aggregate principal amount that will not result in such Lender’s New Revolving Loans under the New Dollar Revolving Commitments exceeding such Lender’s New Dollar Revolving Commitment, and reborrowing, all (iv) each New Multicurrency Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in the accordance Dollars or an Alternative Currency (“New Multicurrency Revolving Loans”; together with the terms and conditions hereof. The New Dollar Revolving Loans, the “New 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 New Revolving Loans may from time to time be Eurodollar under the New Multicurrency Revolving Commitments exceeding such Lender’s New Multicurrency Revolving Commitment or (B) the Dollar Amount of New Multicurrency Revolving Loans or Base Rate Loans, as determined by in Alternative Currencies exceeding the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 and 2.17.New

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally agrees to make Revolving Loans to the Foreign Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, severally 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. 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 not jointly with reborrowed during the other Revolving LendersCommitment 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) shall be deemed on the Closing Date with respect to 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 Lender under the Existing DIP Agreement immediately prior to the Closing Date Revolving Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender and (ii) agrees from time to time during any exercise of such option shall not affect in any manner the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage obligation of the then Aggregate Revolving Outstandings, does not exceed the amount of Foreign Borrower to repay such Lender’s 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms of this Agreement. Each Lender’s Revolving Commitments shall expire on the Revolving Commitment Termination Date and conditions hereof. The all Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified all other amounts owed hereunder with respect to the Administrative Agent Revolving Loans and the Sub-Agent Revolving Commitments shall be paid in accordance with Sections 2.4 full no later than such date. Subject to the terms of this Agreement and 2.17the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to the Foreign Borrower in place of all or part of its Revolving Commitments.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date agrees to have made make 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 during the Revolving Commitment Period to make Revolving Loans 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 Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s Lenxxx’x Revolving Commitment Commitment; provided that no Revolving Loans shall be made on the Closing Date. In addition, (i) the amount of the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Revolving Commitments in effect at such time as at and (ii) the date such Loan is to be made. The amount of each the Revolving Lender’s Extensions of Credit of any Revolving Loans and Lender outstanding at any time shall not exceed the Revolving Loan Commitment on the Closing Date (which shall be equal to of such Lender’s DIP Revolving Loan Commitment Lender 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 at such DIP Revolving Loan was a Eurodollar Loan (as defined in the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereundertime. During the Revolving Commitment Period, Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate ABR Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.5 and 2.172.13. Notwithstanding anything to the contrary contained herein, (i) upon the occurrence of an Event of Default, all Revolving Loans that are Eurodollar Loans will immediately be deemed to be converted into ABR Loans and the Borrower shall be responsible for paying any amounts arising under Section 2.21 as a result of such deemed conversion, and (ii) during the existence of an Event of Default, no Revolving Loan may be borrowed as, converted to or continued as a Eurodollar Loan.

Revolving Commitments. (a) Subject to the terms and conditions hereofof this Agreement, each Lender who has agreed to provide a Revolving Lender, Commitment severally agrees to make advances to the Borrower from time to time from and not jointly with the other Revolving Lenders, (i) shall be deemed on including the Closing Date to 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 during but excluding the Revolving Commitment Period to make Revolving Loans Termination Date in an aggregate principal amount at any one time outstanding which, when added up to such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does but not exceed exceeding the amount of such Lender’s 's Revolving Commitment as then in effect effect; provided, however, (a)the Outstanding Revolving Credit applicable to a Lender shall not at any time exceed such time as at Lender's Revolving Commitment, minus such Lender's Commitment Percentage of the date Swingline Advances then outstanding and minus such Loan is Lender's Commitment Percentage times the amount available to be madedrawn 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. The amount of each Revolving Lender’s Revolving Loans and Revolving Loan Commitment on the Closing Date (which shall be equal to such Lender’s DIP Revolving Loan Commitment in effect immediately prior Subject to the Closing Date) shall be equal to foregoing limitations, and 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 Existing DIP other terms and provisions of this Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use borrow, prepay and reborrow hereunder the amount of the Revolving Commitments by borrowingand may establish Base Rate Accounts and Libor Accounts thereunder and, prepaying until the Revolving Termination Date, the Borrower may Continue Libor Accounts established under the Revolving Loans in whole or in part, and reborrowing, all in Convert Accounts established under the accordance with the terms and conditions hereof. 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 Eurodollar 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 $10,000,000 and the aggregate principal amount of the Revolving Loans outstanding at any time (inclusive of the Swingline Advances) shall not exceed the aggregate principal amount of the Revolving Commitments, (ii) all Swingline Advances shall be and shall remain Base Rate Loans or Base Rate Loans, as determined shall be fixed rate loans at a rate to be agreed by the Borrower and notified 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 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 Sub-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 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 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 Sections 2.4 this Section 2.1 if and 2.17to the extent that such refinancing may occur given the minimum borrowing amounts set forth in Section 5.2.

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 Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date Loans to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Borrowers in an aggregate amount equal up to the amount of but not exceeding such Lender’s DIP Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans outstanding under in no event shall the Existing DIP Agreement immediately prior Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to the Closing Date this Section 2.2(a) may be repaid and (ii) agrees from time to time reborrowed during the Revolving Commitment Period to make Period. All Revolving Loans will be made by all Revolving Lenders (including both 2012 Revolving Lenders and 2015 Revolving Lenders) in an aggregate principal amount at any one time outstanding whichaccordance with their Revolving Percentages until the 2012 Revolving Commitment Termination Date; thereafter, when added to such all Revolving Loans will be made by the 2015 Revolving Lenders in accordance with their Revolving Percentages until the 2015 Revolving Commitment Termination Date. Each Lender’s 2012 Revolving Commitment Percentage of shall expire on the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s 2012 Revolving Commitment in effect at such time as at the date such Loan is to be made. The amount of each Revolving Lender’s Termination Date and all 2012 Revolving Loans and Revolving Loan Commitment on the Closing Date (which shall be equal to such Lender’s DIP Revolving Loan Commitment in effect immediately prior all other amounts owed hereunder with respect 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 2012 Revolving Loans will, to the extent such DIP Revolving Loan was a Eurodollar Loan (as defined in the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use and the Revolving Commitments by borrowing, prepaying shall be 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 in whole or in part, and reborrowing, all in other amounts owed hereunder with respect to the accordance with the terms and conditions hereof. The 2015 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 2015 Revolving Commitments shall be paid in accordance with Sections 2.4 and 2.17full no later than such date.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to the Foreign Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, severally 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. 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 not jointly with reborrowed during the other Revolving LendersCommitment 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) shall be deemed on the Closing Date with respect to 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 Lender under the Existing DIP Agreement immediately prior to the Closing Date Revolving Loan that is an Irish Qualifying Lender, such branch or Affiliate qualifies as an Irish Qualifying Lender and (ii) agrees from time to time during any exercise of such option shall not affect in any manner the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage obligation of the then Aggregate Revolving Outstandings, does not exceed the amount of Foreign Borrower to repay such Lender’s 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms of this Agreement. Each Lender’s Revolving Commitments shall expire on the Revolving Commitment Termination Date and conditions hereof. The all Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified all other amounts owed hereunder with respect to the Administrative Agent Revolving Loans and the Sub-Agent Revolving Commitments shall be paid in accordance with Sections 2.4 full no later than such date. Subject to the terms of this Agreement and 2.17the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to the Foreign Borrower in place of all or part of its Revolving Commitments.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars (“Revolving Loans Loans”) in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed Borrowing in the amount of such Lender’s Outstanding Revolving Commitment in effect at Credit under the Revolving Commitments exceeding 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderCommitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or Base Rate ABR Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.03 and 2.172.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the 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. 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. 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 ten (10) Eurocurrency Revolving Borrowings outstanding (which number shall be increased by at least 3 for each Class of Extended Revolving Commitments created after the ClosingSecond Amendment Effective Date).

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender, severally and not jointly with the other Revolving Lenders, Lender agrees (i) shall be deemed on the Closing Date to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”a) to the Borrower in an amount equal make US Dollar Tranche Revolving Loans 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 Borrower, denominated in US Dollars, from time to time during the Revolving Commitment Availability Period to make Revolving Loans in an aggregate principal amount amounts that will not at any one time outstanding which, when added to result in (i) such Lender’s US Dollar Tranche Revolving Commitment Percentage of Exposure exceeding its US Dollar Tranche Revolving Commitment, (ii) the then Aggregate US Dollar Tranche Revolving Exposure exceeding the aggregate US Dollar Tranche Revolving Commitments or (iii) the Aggregate Revolving OutstandingsExposure plus the aggregate Competitive Loan Exposures exceeding the aggregate Revolving Commitments and (b) to make Multicurrency Tranche Revolving Loans to the Borrower, does denominated in US Dollars or Alternative Currencies, from time to time during the Availability Period in amounts that will not exceed the amount of at any time result in (i) such Lender’s Multicurrency Tranche Revolving Commitment in effect at such time as at Exposure exceeding its Multicurrency Tranche Revolving Commitment, (ii) the date such aggregate Multicurrency Tranche Revolving Exposures exceeding the aggregate Multicurrency Tranche Revolving Commitments or (iii) the Aggregate Revolving Exposure plus the aggregate Competitive Loan is to be madeExposures exceeding the aggregate Revolving Commitments. The amount of each Revolving Lender’s Revolving Loans Within the foregoing limits and Revolving Loan Commitment on the Closing Date (which shall be equal to such Lender’s DIP Revolving Loan Commitment in effect immediately prior subject 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may use the borrow, prepay and reborrow Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each the Purchaser agrees to make Revolving LenderLoans to the Company in an aggregate amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, severally and not jointly with after giving effect to the other making of any Revolving LendersLoans, (i) in no event shall be deemed on the Closing Date to have made revolving credit loans aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect and (each, a “ii) in no event shall the ratio of the aggregate outstanding principal amount of the Revolving Loan” and, collectively, the “Revolving Loans”) Loans to the Borrower in an Total Revolving Outstandings exceed the ratio of the amount equal of the Revolving Commitments to the amount of such Lender’s DIP the Total Revolving Commitments (without taking into account, for purposes of the foregoing calculations, any Revolving Loans outstanding made pursuant to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Existing DIP Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement immediately prior 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, exceed $3,000,000. Amounts borrowed pursuant to the Closing Date this Section 2.2(a) may be repaid and (ii) agrees from time to time reborrowed during the Revolving Commitment Period to make 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 an aggregate principal amount at any one time outstanding which, when added to such Lender’s full no later than the Revolving Commitment Percentage Termination Date. Notwithstanding any of the then Aggregate Revolving Outstandingsforegoing, does not exceed upon any reduction (whether full or partial) in the amount of such Lender’s Revolving the Parent Commitment in effect at such time as at for whatever reason, 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments shall automatically and immediately be reduced by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17a proportionate amount.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender, Lender severally and not jointly with the other agrees to make Revolving Lenders, (i) shall be deemed on the Closing Date to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) Loans to the Borrower 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 Dollars, at any time and (ii) agrees from time to time during the period from and including the Effective Date to but not including the Revolving Commitment Period to make Termination Date (or such earlier date if the Revolving Loans in an Committed Amount has been terminated as provided herein); provided that (i) the sum of the aggregate principal amount at any one time of Revolving Loans outstanding whichplus the aggregate amount of LOC Obligations outstanding plus the Swingline Commitment Amount (collectively, when added the “Revolving Outstandings”) shall not exceed the Revolving Committed Amount and (ii) with respect to each individual Lender, such Lender’s outstanding Revolving Loans 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 then Aggregate Revolving Outstandings, does not exceed 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 such Lender’s the unused Revolving Committed Amount and shall be made from the Revolving Lenders ratably in the proportions that their respective Revolving Commitment in effect at such time as at Percentages bear to the date such Loan is to be made. The aggregate principal amount of each Revolving Lender’s Borrowing). Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided that the Revolving Loan Commitment 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 Closing Date (which shall same date, although Eurodollar Loans of any Class may, in accordance with the provisions hereof, be equal combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Group of Eurodollar Loans of 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder Class with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (aA) Subject to If at any time (1) the terms and conditions hereof, each Outstanding Amount of Dollar Revolving Lender, severally and not jointly with Obligations shall exceed the other Aggregate Dollar Revolving LendersCommitted Amount, (i2) 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 Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed the Alternative Currency Sublimit, (5) the Outstanding Amount of Swingline Loans 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 deemed made on or in respect of the Closing Date to have made revolving credit loans (each, a “applicable Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Obligations in an amount equal to the amount of such Lender’s DIP difference; provided, however, that L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing and Swingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, (i) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed 105% of the Aggregate Limited Currency Revolving Committed Amount, (ii) agrees from time to time during the Outstanding Amount of Multicurrency Revolving Commitment Period to make Obligations shall exceed 105% of the Aggregate Multicurrency Revolving Loans Committed Amount or (iii) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage Alternative Currency shall exceed 105% of the then Aggregate Foreign 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 Outstandings, does not exceed the Obligations in an amount of such Lender’s 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17difference.

Revolving Commitments. (a) Subject Each Revolving Lender severally agrees, on the terms and conditions set forth herein, to make loans in Dollars to the 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 Termination Date, in an aggregate amount not to exceed at any time outstanding such Revolving Lender's Revolver Pro Rata Share of the 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 and Alternate Currency Loans) made on such Business Day) less the Effective Amount of all outstanding Letter of Credit Obligations (after giving effect to the Letters of Credit Issued on such Business Day) plus the lesser of (x) the Effective Amount of all Alternate Currency Loans supported by Alternate Currency Standby Letters of Credit (after giving effect to the Alternate Currency Standby Letters of Credit Issued on such Business Day) and (y) the Effective Amount of all Letter of 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 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 Original Credit Agreement (or as set forth in any applicable Assignment and Acceptance Agreement) as such commitment may have been or may hereafter be adjusted pursuant to the terms of this Agreement. Within the limits of each Revolving Lender's Revolving Commitment, and subject to the other terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 Company may borrow Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date this Section 2.1, prepay under Section 2.6 and (ii) agrees from time to time during the Revolving Commitment Period to make reborrow Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17under this Section 2.1.

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 Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date Loans to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower Borrowers in an aggregate amount equal up to the amount of but not exceeding such Lender’s DIP Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans outstanding under in no event shall the Existing DIP Agreement immediately prior Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to the Closing Date this Section 2.2(a) may be repaid and (ii) agrees from time to time reborrowed during the Revolving Commitment Period to make Period. All Revolving Loans will be made by all Revolving Lenders (including both Non-Extended Revolving Lenders and Extended Revolving Lenders) in an aggregate principal amount at any one time outstanding whichaccordance with their Revolving Percentages until the Non-Extended Revolving Commitment Termination Date; thereafter, when added to such all Revolving Loans will be made by the Extended Revolving Lenders in accordance with their Revolving Percentages until the Extended Revolving Commitment Termination Date. Each Lender’s Non-Extended Revolving Commitment Percentage of shall expire on the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s Non-Extended Revolving Commitment in effect at such time as at the date such Loan is to be made. The amount of each Revolving Lender’s Termination Date and all Non-Extended Revolving Loans and all other amounts owed hereunder with respect to the Non-Extended Revolving Loan Loans and the Non-Extended Revolving Commitments shall be paid in full no later than such date. Each Lender’s Extended Revolving Commitment shall expire on the Closing Extended Revolving Commitment Termination Date (which and all Extended Revolving Loans and all other amounts owed hereunder with respect to the Extended Revolving Loans and the Extended Revolving Commitments shall be equal to paid in full no later than 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17date.

Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender, Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date agrees to have made make revolving credit loans in Dollars (each, a “Revolving Loan” and, collectively, the “Dollar 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 during the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Dollar Revolving Commitment Percentage of the LC Obligations then Aggregate Revolving Outstandingsoutstanding, 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 effect 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 time as at Xxxxxx’s Alternative Currency Revolving Percentage of the date such Loan is to be made. The sum of (i) the LC Obligations then outstanding and (ii) the aggregate principal amount of each Revolving Lender’s Revolving the Swingline Loans and Revolving Loan Commitment on then outstanding, does not exceed the Closing Date (which shall be equal to amount of such Lender’s DIP Alternative Currency 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderCommitment. During the Revolving Commitment Period, Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the 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 Base Rate ABR Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.5 and 2.172.12. The Alternative Currency Revolving Loans denominated in an Alternative Currency other than Dollars shall be Eurodollar Loans.

Revolving Commitments. Each Revolving Lender severally and not jointly agrees, during the Availability Period, (a1) Subject to on the terms and conditions hereof, each hereinafter set forth to make Revolving Advances denominated in Dollars or Alternative Currencies to any Borrower from time to time and (2) in the event that any Revolving Lender (other than an Initial Lender) shall have become a Non-Funding Lender, severally and not jointly to make Supplemental Advances (each, collectively with the other Revolving Lendersany supplemental advances made pursuant to Section 2.01(b) below, (ia “Supplemental Advance”) shall be deemed denominated in Dollars or Alternative Currencies, as applicable, on the Closing Date to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the any Borrower in an amount equal deemed to be requested by such Borrower under Section 2.05, in the amount case of such Lender’s DIP Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date each of clauses (1) and (ii) agrees from time to time during the Revolving Commitment Period to make Revolving Loans 2), in an aggregate principal amount at that would not result (after giving effect to any one time outstanding which, when added application of proceeds from such Advances pursuant to such Lender’s Revolving Commitment Percentage of Section 2.03(a)) in (i) the then Aggregate Revolving Outstandings, does not exceed the amount Dollar Equivalent of such Lender’s Revolving Commitment in effect at Credit Exposure exceeding such time as at the date such Loan is to be made. The amount of each Revolving Lender’s Revolving Loans Commitment, (ii) the Dollar Equivalent of the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments and (iii) the Dollar Equivalent of the Aggregate Revolving Loan Commitment on Credit Exposure denominated in Alternative Currencies exceeding the Closing Date (which shall be equal to such Lender’s DIP Revolving Loan Commitment in effect immediately Alternative Currency Sublimit. Additionally, prior to the Closing Date) , no extensions of credit may be made under the Closing Date Revolver Portion. Each Borrowing shall be in an aggregate amount equal to the amount reflected Applicable Minimum Amount and shall consist of Advances of the same Type and currency made on the Register on same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, each Borrower may borrow under this Section 2.01(a), prepay Advances pursuant to Section 2.12 and reborrow under this Section 2.01(a). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Revolving Lender shall make any Revolving Advance to New HoldCo prior to 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period 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 Loans”) in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Revolving Commitment Percentage of Borrowing in (A) the then Aggregate Revolving Outstandings, does not exceed the amount Dollar Amount of such Lender’s Tranche 1 Outstanding 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 equal to Credit exceeding such Lender’s DIP Tranche 1 Revolving Loan Commitment in effect immediately prior to or (B) 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 Dollar Amount of Tranche 1 Revolving Loans will, 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 extent time of such DIP Borrowing in (A) the Dollar Amount of such Lender’s Tranche 2 Outstanding Revolving Loan was a Eurodollar Loan Credit exceeding such Lender’s Tranche 2 Revolving Commitment or (as defined B) the Dollar Amount of Tranche 2 Revolving Loans in Alternative Currencies exceeding the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Tranche 2 Alternative Currency Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderSublimit. During the Revolving Commitment Period, the Borrower Period (i) QVC may use the Tranche 1 Revolving Commitments by borrowing, prepaying the Tranche 1 Revolving Loans, in whole or in part, and reborrowing, and (ii) QVC and zulily may each use the Tranche 2 Revolving Commitments by borrowing, prepaying the Tranche 2 Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or Base Rate or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.03 and 2.172.05.

Revolving Commitments. (a) Subject to the terms and conditions hereofof this Agreement, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date Lender hereby agrees to have made revolving credit make loans (each, a “Revolving Revolver Loan” and, collectively, the “Revolving Loans”) to Borrowers from time to time, but not more frequently than once per day, until the Borrower in earlier of (i) the occurrence of an amount equal to the amount Event of such Lender’s DIP Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date and Default or (ii) agrees from December 31, 2014 (the earlier of which to occur referred to herein as the “Termination Date”), not to exceed at any time to time during the Revolving Commitment Period to make Revolving Loans in an aggregate principal amount at any one time outstanding whichof [$42,000,000]*) (the “Revolver”), when added to such Lender’s Revolving Commitment Percentage the proceeds of the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s 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 equal used only for expenses (“Budgeted Expenses”) permitted to be paid by Borrowers in compliance with the Budget and to refinance the Pre-Petition Obligations. Lender will deposit the proceeds of such Lender’s DIP Revolving Revolver Loans for Budgeted Expenses into the Cash Management Account; provided, however, that Lender will not be obligated to make any such Revolver Loan Commitment if all applicable conditions precedent set forth in effect immediately prior to the Closing Date) Sections 4.1 and 4.3 are not satisfied. The Revolver Loans made by Lender shall be equal to evidenced by one or more accounts or records maintained by Lender in the amount reflected on the Register on the Closing Date, which amount ordinary course of business. The accounts or records maintained by Lender shall be conclusive absent manifest errorerror of the amount of the Revolver Loans made by Lender to Borrowers and the interest and payments thereon. Such Revolving Loans willAny failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrowers hereunder to pay any amount owing with respect to the extent such DIP Revolving outstanding borrowings. Upon the request of Lender, Borrowers shall execute and deliver to Lender a promissory note (the “Revolver Note”) in substantially the form attached as Exhibit A hereto, all terms of which are incorporated herein by this reference. Lender may attach schedules to its Revolver Note and endorse thereon the date, amount and maturity of its Revolver Loans and payments with respect thereto. Upon the Roll-Up Funding Date, Lender will make a Revolver Loan was a Eurodollar Loan (to Borrowers in the principal amount not to exceed [$36,500,000] to refinance the Pre-Petition Obligations, which amount shall include all of the then outstanding Obligations and Indebtedness under and as defined in the Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with Credit Agreement (the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement“Roll-Up”), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Revolving Lender, severally and not jointly with the other Revolving Lenders, Lender agrees (i) shall be deemed on the Closing Date to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”a) to the Borrower in an amount equal make US Dollar Tranche Revolving Loans 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 Borrower, denominated in US Dollars, from time to time during the Revolving Commitment Availability Period to make Revolving Loans in an aggregate principal amount amounts that will not at any one time outstanding which, when added to result in (i) such Lender’s US Dollar Tranche Revolving Commitment Percentage of Exposure exceeding its US Dollar Tranche Revolving Commitment, (ii) the then Aggregate aggregate US Dollar Tranche Revolving OutstandingsExposures exceeding the aggregate US Dollar Tranche Revolving Commitments or (iii) the aggregate Revolving Exposures plus the aggregate Competitive Loan Exposures exceeding the aggregate Revolving Commitments and (b) to make Multicurrency Tranche Revolving Loans to the Borrower, does denominated in US Dollars or Alternative Currencies, from time to time during the Availability Period in amounts that will not exceed the amount of at any time result in (i) such Lender’s Multicurrency Tranche Revolving Commitment in effect at such time as at Exposure exceeding its Multicurrency Tranche Revolving Commitment, (ii) the date such aggregate Multicurrency Tranche Revolving Exposures exceeding the aggregate Multicurrency Tranche Revolving Commitments or (iii) the aggregate Revolving Exposures plus the aggregate Competitive Loan is to be madeExposures exceeding the aggregate Revolving Commitments. The amount of each Revolving Lender’s Revolving Loans Within the foregoing limits and Revolving Loan Commitment on the Closing Date (which shall be equal to such Lender’s DIP Revolving Loan Commitment in effect immediately prior subject 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Periodterms and conditions set forth herein, the Borrower may use the borrow, prepay and reborrow Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date agrees to 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 make Revolving Loans outstanding under the Existing DIP Agreement immediately prior to the Closing Date and (ii) agrees from time to time during the Revolving Commitment Period applicable to make such Revolving Lender. Such Revolving Loans may be made in Dollars or an Alternative Currency, to Company in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment; provided that, (x) prior to the Tranche B Revolving Commitment Percentage Termination Date, each Revolving Loan made pursuant to this Section 2.2(a) shall be a funded on a ratable basis by the Tranche A Revolving Lenders and Tranche B Revolving Lenders in accordance with each such Revolving Lenders’ Pro Rata Share of such Revolving Loan and (y) after giving effect to the then Aggregate making of any Revolving OutstandingsLoans in no event shall the Total Utilization of Revolving Commitments (i) prior to the Tranche B Revolving Commitment Termination Date, does not exceed the amount sum of such Tranche A Revolving Commitments and Tranche B Revolving Commitments then in effect and (ii) thereafter exceed the Tranche A Revolving Commitments then in effect. Subject to Section 2.15(d), amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each (x) Tranche A Revolving Lender’s Revolving Commitment in effect at such time as at shall expire on the date such Loan is to be made. The amount of each Tranche A Revolving Commitment Termination Date and (y) Tranche B Revolving Lender’s Revolving Commitment shall expire on the Tranche B Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the applicable Revolving Loans and the applicable Revolving Commitments shall be paid in full no later than the date applicable to such Revolving Loans and Revolving Loan Commitment on the Closing Date (which shall be 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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 2.17Commitments.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date to 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 during the Revolving Commitment Period Period, each Revolving Lender severally agrees to make to the Borrower revolving credit loans denominated in Dollars or an Alternative Currency (“Revolving Loans Loans”) in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Borrowing in (A) the Dollar Amount of such Lender’s Outstanding Revolving Credit under the Revolving Commitments exceeding such Lender’s Revolving Commitment Percentage or (B) the Dollar Amount of the then Aggregate Revolving Outstandings, does not exceed the amount of such Lender’s 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 in Alternative Currencies exceeding the Alternative Currency Revolving Loan Commitment on the Closing Date (which shall be 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderSublimit. During the Revolving Commitment Period, Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Eurocurrency Loans or Base Rate or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.03 and 2.172.05.(b) Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the 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. When more than one Class of Revolving Loans exists, each Borrowing of Revolving Loans shall be made pro rata across each Class.

Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender, Tranche A Lender severally and not jointly with the other Revolving Lenders, (i) shall be deemed on the Closing Date agrees to have made make revolving credit loans (eachdenominated in Dollars, a “Revolving Loan” andEuro, collectively, the “Revolving Loans”) Yen and any Alternate Currency 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 Company or any Borrowing Subsidiary from time to time during the Tranche A Revolving Commitment Period to make Revolving Loans 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 Tranche A Revolving Commitment Percentage Extensions of the then Aggregate Revolving Outstandings, does not exceed the amount of Credit exceeding such Tranche A Lender’s Tranche A 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 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunderCommitment. During the Tranche A Revolving Commitment Period, the Borrower Company and each Borrowing Subsidiary may use the Tranche A Revolving Commitments by borrowing, prepaying the Tranche A Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Tranche A Revolving Loans denominated in Dollars may from time to time be Eurodollar Eurocurrency Loans or Base Rate ABR Loans, as determined by the Borrower Company (on its own behalf or on behalf of the other Borrowers) and notified to the Administrative Agent and the Sub-Agent in accordance with Sections 2.4 2.2 and 2.172.10. 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.

Revolving Commitments. (a) Subject to the terms and conditions hereofset --------------------- forth herein, each Revolving Lender, Lender severally and not jointly with the other agrees to make Revolving Lenders, (i) shall be deemed on the Closing Date to have made revolving credit loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) Loans to the Borrower 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 Dollars, at any time and (ii) agrees from time to time during the period from and including the Effective Date to but not including the Revolving Termination Date (or such earlier date if the Revolving Committed Amount has been terminated as provided herein); provided, however, that (i) the sum of the -------- ------- aggregate principal amount of Revolving Loans outstanding plus the aggregate amount of LOC Obligations outstanding plus the aggregate principal amount of Swingline Loans outstanding (collectively, the "Revolving Outstandings") shall ---------------------- not exceed the Revolving Committed Amount and (ii) with respect to each individual Lender, such Lender's outstanding Revolving Loans 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 Period to make Percentage of the Revolving Loans Committed Amount. Each Revolving Borrowing shall be in an aggregate principal amount at of $2,000,000 or any one time outstanding which, when added to larger integral multiple of $500,000 (except that any such Lender’s Revolving Commitment Percentage of the then Aggregate Revolving Outstandings, does not exceed Borrowing may be in the amount of such Lender’s the unused Revolving Committed Amount and shall be made from the Revolving Lenders ratably in the proportions that their respective Revolving Commitment in effect at such time as at Percentages bear to the date such Loan is to be made. The aggregate principal amount of each Revolving Lender’s Borrowing). Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof, provided, however, that the Revolving Loan Commitment 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 Closing Date (which shall same date, although Eurodollar Loans of any Class may, in accordance with the provisions hereof, be equal combined through extensions or conversions at the end of existing Interest Periods to constitute a single new Group of Eurodollar Loans of 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 Existing DIP Agreement) continue to be a Eurodollar Loan hereunder Class with the same Interest Period and, to the extent such DIP Revolving Loan was a Base Rate Loan (as defined in the Existing DIP Agreement), continue to be a Base Rate Loan hereunder. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, 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.