Commitments. Each Committed Lender agrees, severally on a Pro Rata basis up to its Commitment, on the terms set forth herein, to make Loans, which may be Base Rate Loans or LIBOR Loans, for the applicable Lender Group from time to time, but in no event more than once per calendar month, through to and including the Commitment Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Committed Lenders have any obligation to honor a request for a Loan if Outstanding Loans at such time plus the requested Loan would exceed the Borrowing Base. Each Committed Lender, as designated by the applicable Funding Agent, shall be deemed to have satisfied its obligation to make a Loan hereunder (solely with respect to such Loan) to the extent any Conduit Lender in the applicable Lender Group funds such Loan in accordance with this Agreement, it being understood that such Conduit Lender may fund a Loan in its sole discretion.

Commitments. For purposes of clarity, in conjunction with the execution of this Amendment, Borrower, Administrative Agent and certain of the Lenders are entering into that certain Increase Agreement, dated as of even date herewith (the “Increase Agreement”), which Increase Agreement, among other things, increases the Revolving Commitment to $450,000,000.00 and the Total Commitments to $700,000,000.00.

Not permit the Aggregate Revenue for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.

Aggregate Payout Percentage. An aggregate payout factor (the “Aggregate Payout Percentage”) will be calculated based upon the funding schedule as approved by the Leadership Development and Compensation Committee.

The country of Domicile

Aggregate Availability Covenant. Notwithstanding anything to the contrary in the Credit Agreement, # as of the Agreement Effective Date through and including August 16, 2020, Aggregate Availability shall equal or exceed the Applicable Trigger Amount (Level II) at all times and # as of August 17, 2020 through and including September 15, 2020 Aggregate Availability shall equal or exceed the Applicable Trigger Amount (Level I) at all times. Notwithstanding anything to the contrary in the Credit Agreement, a breach of this Section 6 shall constitute an immediate Event of Default under Article VII of the Credit Agreement.

Aggregate Royalty Reductions. Notwithstanding anything to the contrary in this [Section 6.5], in no event shall the royalties otherwise payable under this [Section 6.5] with respect to Net Sales of any Product in any Region in any Calendar Quarter be reduced to less than ​ of the royalties payable under [Section 6.5(a)] with respect to Net Sales of such Product in such Region in such Calendar Quarter.

Financial Commitments. RA’s obligations upon expiration or termination of this Agreement with respect to the Financial Commitments are set forth on Exhibit E.

Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall promptly prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this [Section 2.05(c)(i)] unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Incremental Commitments. Each Lender by its execution of this Amendment, hereby acknowledges, agrees and confirms its Commitment in the aggregate principal amount for such Lender as set forth on [Schedule 1.1(b)] attached hereto (which includes the Incremental Commitments for such Lender) and its obligation to make its portion of the Revolving Credit Loans to the Borrower from time to time in accordance with the provisions of the Credit Agreement. Each of the parties hereto acknowledges and agrees that, after giving effect to this Amendment, no additional Incremental Commitments shall be permitted to be established pursuant to [Section 4.13] of the Credit Agreement.