Commitment. Lender agrees, on the terms set forth herein, to make Loans to Borrowers in an aggregate amount up to the Commitment, from time to time through the Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Lender have any obligation to honor a request for a Loan if Revolver Usage at such time plus the requested Loan would exceed the Borrowing Base. Lender may fulfill its obligations under the Loan Documents through one or more Lending Offices, and this shall not affect any obligations of Obligors under the Loan Documents or with respect to any Obligations.

Commitment. RA commits to pay under this Agreement to [[PTC:Organization]] and its Affiliates the following aggregate ARR (as defined in [Schedule 1] to this Exhibit E) as a result of [[PTC:Organization]] Products # sold in exercise of the license and resale rights of RA and its Affiliates under the OEM Agreement and Reseller Agreement and # purchased by RA and its Affiliates for internal use pursuant to Section 8 of this Agreement, in each case, as measured on the applicable Measurement Date:

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender holding any Revolving Credit Commitment severally agrees to make Revolving Credit Loans in either Dollars or one or more Optional Currencies to the Borrowers at any time or from time to time on or after the date hereof to the Expiration Date, provided that # after giving effect to each such Loan the aggregate Dollar Equivalent amount of Revolving Credit Loans from such Lender shall not exceed such Lender's Revolving Credit Commitment minus such Lender's Ratable Share of the Dollar Equivalent amount of Letter of Credit Obligations, and # no Revolving Credit Loan to which the Base Rate Option applies shall be made in an Optional Currency. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrowers may borrow, repay and reborrow pursuant to this [Section 2.1].

Commitment. An amount equal to the principal face amount of the Line of Credit Note, as amended from time to time.

Commitment; Commitment Fee. Borrower acknowledges that, as a condition to the execution of this Agreement and the funding of the Loan, it has paid or shall pay to Lender, a commitment fee in the amount of ​ (​) (the “Commitment Fee”). Borrower expressly acknowledges and agrees that Borrower’s payment of the Commitment Fee at or prior to closing is a material term hereof and that Lender would not otherwise agree to the terms of this Agreement if such Commitment Fee was not paid.

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the product of # the Applicable Rate times # the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of # the Outstanding Amount of Revolving Loans and # the Outstanding Amount of L/C Obligations, subject to adjustment as provided in [Section 2.15]. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

-Year Commitment. Borrower may not make a Bid Request in an amount which, when added to the aggregate Individual Outstanding 5-Year Obligations of all Lenders, would exceed the 5-Year Commitment.

Commitment Reduction. 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 and its obligation to make its portion of the Revolving Credit CHAR1\1754889v8

Swingline Commitment. Subject to the terms and conditions set forth herein, # the U.S. Swingline Lender shall make U.S.(X) Swingline Loans denominated in Dollars to the Lead Borrower from time to time until one Business Day prior to the Maturity Date in an aggregate principal amount at any time outstanding that will not result in # the aggregate principal amount of outstanding U.S. Swingline Loans to the Lead Borrower exceeding $100,000,000; provided that any U.S. Swingline Loans to the Lead Borrower that would result in the aggregate outstanding amount of U.S. Swingline Loans to the Lead Borrower exceeding $50,000,000 shall be made at the sole discretion of the U.S. Swingline Lender, # the U.S. Revolving Exposures exceeding the lesser of # the U.S. Revolving Commitments and # the U.S. Borrowing Base then in effect or # the Aggregate Exposures exceeding the lesser of # the Aggregate Commitments and # the Borrowing Base then in effect and # the Canadian Swingline Lender shall make Canadian Swingline Lender or # the Availability Conditions not being satisfied and # Swingline Loans denominated in Dollars or Canadian Dollars to the Canadian Borrower from time to time from time to time until one Business Day prior to the Maturity Date, in an aggregate principal amount at any time outstanding that will not result in # the aggregate principal amount of outstanding Canadian Swingline Loans to the Canadian Borrower exceeding the Dollar Equivalent of $15,000,000; provided that any Canadian Swingline Loans to the Canadian Borrower that would result in the aggregate outstanding amount of U.S.

Commitment Fees. Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to Applicable Commitment Fee Rate (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the daily difference between the amount of # the Revolving Credit Commitments and # the Dollar Equivalent amount of the Revolving Facility Usage (provided however, that solely in connection with determining the share of each Lender in the Commitment Fee, the Revolving Facility Usage with respect to the portion of the Commitment Fee allocated to PNC shall include the full amount of the outstanding Swing Loans, and with respect to the portion of the Commitment Fee allocated by the Administrative Agent to all of the Lenders other than PNC, such portion of the Commitment Fee shall be calculated (according to each such Lender’s Ratable Share) as if the Revolving Facility Usage excludes the outstanding Swing Loans); provided, further, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Credit Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Commitment Fees shall be payable quarterly in arrears and in U.S. Dollars.