Common use of Commitments Clause in Contracts

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances Revolving Loans to the Borrower Borrower, (b) participate in Swingline Loans of any Swingline Lender, and (bc) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment such Lender’s Termination Date, in an aggregate amount not to exceed such XxxxxxLender’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances Revolving Loans by such Lender to the Borrower shall not exceed such XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesRevolving Loans; (ivii) such Lender’s participation in Swingline Loans shall not exceed such Lender’s Pro Rata Share of all Swingline Obligations; (iii) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (viv) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment latest Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, each Revolving Credit Lender severally agrees to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to Closing Date until the Commitment Revolving Credit Termination Date, in an aggregate amount on a pro rata basis as to the total borrowing requested by the Borrower under the Revolving Credit Facility on any day determined by its Revolving Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Revolving Credit Lenders will not be required and shall have no obligation to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that make any Advance (i) no Advance may be made unless so long as not all Lenders of the conditions under Section 5.2 hereof have consented thereto as more fully provided in Section 3.02; been fulfilled, (ii) no Advance may be made so long as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; Default or an Event of Default has occurred and is continuing or (iii) if the aggregate Administrative Agent has accelerated the maturity of the Revolving Credit Loans as a result of an Event of Default in accordance with Section 9.1 hereof; provided further, however, that immediately after giving effect to each such Advance, the principal amount of all Advances by such Lender Outstanding Revolving Credit Obligations shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Total Revolving Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits and subject to the other provisions hereofsuch limits, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior hereunder, on any Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Commitment Revolving Credit Termination Date; provided, furtherhowever, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) no Eurodollar Loan that is a Revolving Credit Loan shall be made which has an Interest Period that extends beyond the principal amount of such Defaulting Lender’s outstanding Advances plus Revolving Credit Termination Date and (y) each Revolving Credit Loan that is a Eurodollar Loan may, subject to the amount provisions of cash collateral held by Section 2.12, be repaid only on the Administrative Agent for last day of the account of such Defaulting Lender Interest Period with respect thereto unless the Borrower has paid any amounts due pursuant to Section 2.16.124.5 hereof.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to (a) make Advances Revolving Credit Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case at any time and from time to time during on and after the period from Closing Date and until the date hereof to earlier of the Maturity Date and the termination of the Commitment Termination Dateof such Lender, in an aggregate principal amount at any time outstanding not to exceed such Xxxxxx’s Lender's Commitment Amount as in effect from minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to time; provided have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the sum of (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iiiA) the outstanding aggregate principal amount of all Advances Revolving Credit Loans made by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share aggregate principal amount of all LC Obligations; and Revolving Credit Loans made by each Lender shall equal the product of (vi) the Outstanding percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Extensions shall not at any Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time exceed the Aggregate Commitment Amount. to time pursuant to Section 2.12 or Article 7. (b) Within the foregoing limits limits, the Borrower may borrow, pay or repay and reborrow hereunder, on and after the Closing Date and prior to the Maturity Date, upon the terms and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 conditions and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12limitations set forth herein.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period from Closing Date and prior to the Termination Date, a Revolving Credit Loan or Revolving Credit Loans to the Borrowers (on a joint and several basis as between the Borrowers), which Revolving Credit Loans: (i) shall be denominated in Dollars or in a Designated Foreign Currency; provided that (A) only ABR Loans and Eurodollar Loans may be denominated in Dollars and (B) only Canadian Prime Rate Loans or BA Equivalent Loans may be denominated in Canadian Dollars; (ii) shall, at the option of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans, Eurodollar Loans, Canadian Prime Rate Loans or BA Equivalent Loans, provided that (A) except as otherwise specifically provided in Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless the Administrative Agent either otherwise agrees in its reasonable discretion or has determined that the Syndication Date has occurred, prior to the 15th Business Day following the Closing Date (at which time this clause (B) shall no longer be applicable), Revolving Credit Loans may only be incurred and maintained as, and/or converted into, ABR Loans; provided that Revolving Credit Loans incurred on the Closing Date may be incurred as Eurodollar Loans having an Interest Period of two weeks; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such time; (v) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Dollar Equivalent of the Aggregate Lender Exposure to exceed the lesser of (x) total Commitments as then in effect and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered); and (vi) shall not be made (and shall not be required to be made) by any Lender to the extent any such Revolving Credit Loans to be made on any date, individually or in the aggregate, exceed the then Available Loan Commitments. (b) Notwithstanding anything to the contrary in Subsection 2.1(a) or elsewhere in this Agreement, the Administrative Agent and (prior to the Closing Date) the Co-Collateral Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent and (prior to the Closing Date) the Co-Collateral Agent in their Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent and (prior to the Closing Date) the Co-Collateral Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral; provided that the Administrative Agent shall have provided the applicable Borrower reasonable advance notice of any such establishment; and provided further that, the Administrative Agent may only establish an Availability Reserve after the date hereof based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Commitment Termination Administrative Agent as of the Closing Date. The amount of any Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent and (if applicable) the Co-Collateral Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent and (if applicable) the Co-Collateral Agent in the exercise of their Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent and (if applicable) the Co-Collateral Agent to establish such Availability Reserve, unless the Administrative Agent and (if applicable) the Co-Collateral Agent shall have determined in their Permitted Discretion that the event, condition or other matter that is the basis for such Availability Reserve no longer exists or has otherwise been adequately addressed by the Borrowers. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts” or “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the net book value of Eligible Inventory or the Net Orderly Liquidation Value of Eligible Inventory and vice versa. In addition to the foregoing, the Administrative Agent and the Co-Collateral Agent shall have the right, subject to Subsection 7.6, to have the Loan Parties’ Inventory reappraised by a qualified appraisal company selected by the Administrative Agent and the Co-Collateral Agent from time to time after the Closing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base. (c) In the event the Borrowers are unable to comply with (i) the borrowing base limitations set forth in Subsection 2.1(a) or (ii) the conditions precedent to the making of Revolving Credit Loans or the issuance of Letters of Credit set forth in Section 6, the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Credit Loans to the Borrowers, which may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Credit Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance (A) when added to the aggregate outstanding amount not of all other Agent Advances made to the Borrowers at such time, would exceed 5% of the Borrowing Base at such Xxxxxx’s Commitment Amount time (based on the Borrowing Base Certificate last delivered) or (B) when added to the Aggregate Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the total Commitments at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its discretion to the extent the Administrative Agent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. (d) Each Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 hereto, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided , a “Revolving Credit Note”), payable to such Lender and in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) principal amount equal to the aggregate unpaid principal amount of all Advances Revolving Credit Loans made by such Revolving Credit Lender to such Borrower. Each Revolving Credit Note shall not exceed such Xxxxxx’s Pro Rata Share of (i) be dated the aggregate principal amount of all outstanding Advances; Closing Date, (ivii) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; be stated to mature on the Termination Date and (viii) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent provide for the account payment of such Defaulting Lender pursuant to Section 2.16.12interest in accordance with Subsection 4.1.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and Commitment or (vii) the Outstanding Credit Extensions shall not at any time exceed sum of the Aggregate Commitment Amounttotal Exposures exceeding the total Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrowan increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, prepay pursuant (ii) no such increase shall cause the aggregate Commitments hereunder to Section 2.10 exceed $1,700,000,000, and reborrow hereunder (iii) no Lender’s Commitment shall be increased without such Lender’s consent. (c) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not less than fifteen (15) days and not more than sixty (60) days prior to the Commitment Termination Maturity Date, elect to have the entire principal balance of the Loans then outstanding continued as non-revolving term loans (the “Term Loans”) due and payable on the Term Loan Maturity Date; provided, furtherthe Borrower may exercise the Term-Out only once during the term of this Agreement, that for purposes such exercise shall result in the permanent termination of the foregoing clause (v)Commitments, at any time there is a Defaulting Lenderand the Borrower may repay, but not reborrow, the Aggregate Commitment Amount shall be reduced by an amount equal Term Loans. As a condition precedent to the remainder Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Financial Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties contained in Article III and the EPD Guaranty Agreement are true and correct in all material respects on and as of the effective date of the Term-Out, except to the extent that such Defaulting Lender’s Commitment Amount minus representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date and (B) that no Default or Event of Default exists, is continuing, or would result from the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by Term-Out. The Borrower agrees to pay to the Administrative Agent for the account of such Defaulting each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term Loans so continued, which shall be due and payable on the effective date of the Term-Out. The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.16.122.16 incurred by any Lender in connection with the exercise of the Term-Out.

Commitments. Each Lender severally agrees, on (a) (i) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender having a Tranche A Term Loan Commitment severally agrees to make a loan or loans (aeach a “Tranche A Term Loan”) make Advances to the Borrower in Dollars, which Tranche A Term Loans shall not exceed for any such Lender the Tranche A Term Loan Commitment of such Lender; and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that Such Tranche A Term Loans (i) no Advance may shall be made unless all Lenders have consented thereto as more fully provided in Section 3.02; on the Effective Date, (ii) no Advance may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all such Tranche A Term Loans made as a Eurodollar Advance by each of the Lenders pursuant to the same Borrowing shall, unless all Lenders have consented thereto as more fully otherwise specifically provided in Section 3.02; herein, consist entirely of Tranche A Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the aggregate principal amount of all Advances by such Lender provisions hereof, but once repaid or prepaid, may not be reborrowed, (iv) shall not exceed for any such Xxxxxx’s Pro Rata Share Lender the Tranche A Term Loan Commitment, of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; Lender and (v) the Outstanding Credit Extensions shall not at any time exceed in the Aggregate Commitment Amountaggregate the total of all Tranche A Term Loan Commitments. Within On the foregoing limits and subject to the other provisions hereofTranche A Term Loan Maturity Date, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount all Tranche A Term Loans shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12repaid in full.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances Loans in dollars or an Alternative Currency to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Borrowers from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) result in such Lender’s participation in Facility LCs shall not exceed Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. The obligations of each Borrower under this Agreement are several although the Subsidiary Obligations are guaranteed by the Parent Borrower under Article IX. (b) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time borrow, prepay pursuant to Section 2.10 after the Effective Date agree that such Lender or Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and reborrow hereunder prior delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.01(c) or, in the case of each Lender which is not a New Lender, a Commitment Termination Date; providedIncrease Supplement meeting the requirements of Section 2.01(d). Notwithstanding the foregoing, further, that for purposes without the consent of the foregoing clause (v)Required Lenders, at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus incremental Commitments established or increased after the Effective Date pursuant to this paragraph shall not exceed $250,000,000, (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $15,000,000 and (z) unless otherwise agreed by the Administrative Agent, increases in Commitments may be effected on no more than three occasions pursuant to this paragraph. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Parent Borrower and the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Parent Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Parent Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of cash collateral held such Commitment increase, (ii) the amount of such Lender’s total Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent for Agent, on each date upon which the account Commitments shall be increased pursuant to this Section, each Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of such Defaulting Lender all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16.122.14 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between each applicable Borrower and the respective Lenders.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Xxxxxx agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed result in (i) such Xxxxxx’s Exposure exceeding such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share sum of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) total Exposures exceeding the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounttotal Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrowan increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, prepay pursuant (ii) no such increase shall cause the aggregate Commitments hereunder to Section 2.10 exceed $1,700,000,000, and reborrow hereunder (iii) no Lender’s Commitment shall be increased without such Lender’s consent. (c) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not less than fifteen (15) days and not more than sixty (60) days prior to the Commitment Termination Maturity Date, elect to have the entire principal balance of the Loans then outstanding continued as non-revolving term loans (the “Term Loans”) due and payable on the Term Loan Maturity Date; provided, furtherthe Borrower may exercise the Term-Out only once during the term of this Agreement, that for purposes such exercise shall result in the permanent termination of the foregoing clause (v)Commitments, at any time there is a Defaulting Lenderand the Borrower may repay, but not reborrow, the Aggregate Commitment Amount shall be reduced by an amount equal Term Loans. As a condition precedent to the remainder Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Financial Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties contained in Article III and the EPD Guaranty Agreement are true and correct in all material respects on and as of the effective date of the Term-Out, except to the extent that such Defaulting Lender’s Commitment Amount minus representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date and (B) that no Default or Event of Default exists, is continuing, or would result from the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by Term-Out. The Borrower agrees to pay to the Administrative Agent for the account of such Defaulting each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term Loans so continued, which shall be due and payable on the effective date of the Term-Out. The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.16.122.16 incurred by any Lender in connection with the exercise of the Term-Out.

Commitments. 2.3.1. Each Lender severally agreesInvestor hereby affirms and agrees that it is bound by the provisions set forth in the Equity Commitment Letter or the Support Agreement, on the terms and conditions hereinafter set forthas applicable, to (a) make Advances with respect to the Borrower Equity Commitment or Rollover Commitment, as applicable, and that, as amongst the Investors and Parent, Parent shall be entitled to enforce the Continuing Commitment only if, when and to the extent (i) directed by the Lead Investor (provided, that the Lead Investor shall not direct Parent to enforce its rights with respect to any Continuing Commitment until the Closing Conditions have been satisfied or validly waived as permitted hereunder and proceed with the Closing) or (ii) the Company is permitted to enforce the provisions of the Equity Commitment Letter and the Support Agreement under the specific circumstances and as specifically set forth therein and in Section 10.10 of the Merger Agreement and does in fact so cause Parent to enforce such provisions. Subject to the other provisions of this Section 2.3.1, Parent shall have no right to enforce any Continuing Commitment unless acting at the direction of the Lead Investor as set forth above, and no Investor shall have any right to enforce any Continuing Commitment except the Lead Investor acting through Parent. Parent shall only enforce the Equity Commitment Letter and the Support Agreement ratably among the Continuing Investors. Notwithstanding anything herein to the contrary, a Majority-in-Interest of the Investors (or, if such Majority-in-Interest of the Investors fail to designate the Lead Investor as a Failing Investor within 5 Business Days upon the occurrence of a Breach by the Lead Investor, the Majority Institutional Investors) may direct Parent to enforce its rights under (x) the Lead Investor’s Continuing Commitment and (by) participate in Facility LCs issued upon the request event that the Lead Investor is a Failing Investor, any other Investor’s Continuing Commitment. Notwithstanding anything to the contrary in this Section 2.3, if any Person joins in the Support Agreement as an additional Rollover Investor, then the Lead Investor shall have the sole power to adjust the aggregate amount of the BorrowerEquity Commitment, and each Continuing Investor hereby agrees to such adjustment. 2.3.2. Except as provided in each case from time to time during the period from the date Sections 2.3, 2.4 and 2.5 hereof and as set forth in Exhibit D hereto, prior to the Closing, no Investor shall transfer or assign any of its Commitment Termination Dateor transfer any interest in Parent, in an aggregate amount not as applicable, other than to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeits Permitted Transferees; provided provided, that (i) no Advance may each such transferee shall agree in writing to be made unless all Lenders have consented thereto as more fully provided in Section 3.02; subject to the provisions of this Agreement applicable to the transferring Investor and (ii) no Advance may be made such transfer will relieve the transferring Investor of its obligations hereunder or the Equity Commitment Letter or the Support Agreement, as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; applicable, with respect to its applicable Commitment, or the Limited Guarantee (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (vif applicable), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, (i) each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (aeach, an “Initial Term Loan”) make Advances to the Borrower on the Closing Date (or, to the extent applicable, the RPS Closing Date, as set forth the below), which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $825,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (biii) participate shall not exceed in Facility LCs issued the aggregate the Total Initial Term Loan Commitments. Notwithstanding anything to the contrary contained in the foregoing Section 2.1(a) solely in the event that the RPS Acquisition is not consummated on the Closing Date, a portion of the Initial Term Loans equal to the aggregate amount of Delayed Draw Term Loan Commitments shall be made available to the Borrower on a delayed draw basis (through the earlier of: (x) any date on which the Borrower reasonably determines in a written notice to the Administrative Agent that the RPS Acquisition will not be consummated and (y) January 29, 2014) and, in such event, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans (each, a “Delayed Draw Term Loan”) to the Borrower on the RPS Closing Date. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. Upon the funding of the Delayed Draw Term Loans on the RPS Closing Date, the Delayed Draw Term Loans shall automatically and without further action by any Person constitute Initial Term Loans for all purposes of this Agreement and the other Credit Documents. (i) Subject to and upon the request terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars, Euros or an Alternative Currency to the Borrower as elected by the Borrower pursuant to Section 2.2 from its applicable lending office in an aggregate Dollar Equivalent principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that any of the Borrower, in each case foregoing such Revolving Credit Loans: (A) shall be made at any time and from time to time during on and after the period from the date hereof Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans (solely in the case of Revolving Credit Loans denominated in Dollars) or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof (for this purpose using the Dollar Equivalent of all Revolving Credit Loans), (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure in respect of any Class at such time exceeding such Lender’s Revolving Credit Commitment Termination in respect of such Class at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (ii) Each Lender may, at its option, make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that, (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in an aggregate amount not full. (c) Subject to exceed such Xxxxxx’s Commitment Amount as and upon the terms and conditions herein set forth, the Swingline Lender in effect its individual capacity agrees, at any time and from time to time; provided that time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (i) no Advance may shall be made unless all Lenders have consented thereto as more fully provided in Section 3.02; ABR Loans, (ii) no Advance may be made as a Eurodollar Advance unless all Lenders shall have consented thereto as more fully provided in the benefit of the provisions of Section 3.02; 2.1(d), (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of at any time outstanding the aggregate principal amount of all outstanding Advances; Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such Lender’s participation time exceeding the Revolving Credit Commitment then in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; effect and (v) may be repaid and reborrowed in accordance with the Outstanding Credit Extensions provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not at make any Swingline Loan after receiving a written notice from Holdings, or the Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time exceed as the Aggregate Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans denominated in Dollars constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Amount. Within Percentage, and the foregoing limits and subject proceeds thereof shall be applied directly to the other provisions hereof, Swingline Lender to repay the Borrower may from time Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to time borrow, prepay make such Revolving Credit Loans upon one Business Day’s notice pursuant to Section 2.10 each Mandatory Borrowing in the amount and reborrow hereunder prior in the manner specified in the preceding sentence and on the date specified to it in writing by the Commitment Termination Date; provided, further, Swingline Lender notwithstanding (i) that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Defaulting Lender pursuant to Section 2.16.12purchasing same from and after such date of purchase.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees, severally and not jointly, to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that result in: (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed Revolving Exposure exceeding such Lender’s Pro Rata Share Commitment; (ii) in the case of all LC Obligationsa Tranche A Lender, (x) such Lender’s Tranche A Loans exceeding the lesser of such Lender’s Tranche A Commitment and its Applicable Percentage of the Tranche A Borrowing Base (except as provided for in Section 2.04), or (y) the aggregate amount of Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; (iii) in the case of a Tranche A-1 Lender, (x) such Lender’s Tranche A-1 Loans exceeding the lesser of such Lender’s Tranche A-1 Commitment and its Applicable Percentage of Incremental Availability, or (y) the aggregate amount of Tranche A-1 Credit Extensions exceeding the lesser of the Aggregate Tranche A-1 Commitments and Incremental Availability; or (iv) the total Revolving Exposures exceeding the lesser of (x) the Aggregate Commitments and (vy) the Outstanding Credit Extensions shall not Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at any time exceed the Aggregate Commitment Amountsuch time). Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein (including the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04), the Borrower may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior Revolving Loans. (b) Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and subject to the Commitment Termination Date; providedconditions herein set forth, further, that for purposes of to make Loans to the foregoing clause (v), at any time there is Borrower on the Closing Date in a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by single drawing up to an amount equal not to exceed the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Permitted Initial Revolving Amount.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such XxxxxxLender’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such Lender’s participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to ComEd shall not any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to PECO shall not at any time exceed the Aggregate Commitment AmountPECO Sublimit; (vi) the Outstanding Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and (vii) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to make revolving credit loans (a“Loans”) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not to exceed the amount of such XxxxxxLender’s Commitment. During the Commitment Amount as Period, the Borrower may use the Commitments by borrowing, repaying the Loans in effect whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to timetime be LIBOR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.3; provided provided, that each Swingline Loan shall be a Base Rate Loan. (b) The Borrower and any one or more Lenders (including New Lenders) may agree on or after the Restatement Effective Date that each such Lender shall obtain a Commitment or increase the amount of its existing Commitment, as applicable (each, a “Senior Credit Facility Increase”), in each case by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the amount of such Senior Credit Facility Increase and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02the Increased Facility Closing Date; provided, that (iiix) the aggregate principal amount of all Advances by such Lender Senior Credit Facility Increases shall not exceed such Xxxxxx’s Pro Rata Share $700,000,000, (y) no Default or Event of Default has occurred and is continuing or would result from each Senior Credit Facility Increase and (z) no Lender shall have any obligation to participate in any Senior Credit Facility Increase unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the aggregate principal amount Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of LIBOR Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a LIBOR Loan (with an interest period to be selected by the Borrower), and upon such conversion the Borrower shall pay any amounts owing pursuant to Section 2.12, if any, (with such conversion being treated as a prepayment of all outstanding Advances; LIBOR Loans for the purposes of Section 2.12), (ivii) any new borrowings of Loans on such Lender’s participation in Facility LCs date shall not exceed also be part of such Lender’s Pro Rata Share of all LC Obligations; single Loan and (viii) all Lenders (including the Outstanding Credit Extensions New Lenders) shall not at hold a portion of such single Loan equal to its Revolving Percentage thereof and any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount fundings on such date shall be reduced by an amount equal made in such a manner so as to achieve the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12foregoing.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Revolving Lender severally agrees to make revolving credit loans (a“Revolving Loans”) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Revolving Commitment Termination Date, Period in an aggregate principal amount at any one time outstanding which would not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that either (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount Revolving Loans of all Advances by such Lender shall not exceed when added (after giving effect to any application of proceeds of such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay Revolving Loans pursuant to Section 2.10 and reborrow hereunder prior 2.6) to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) such Lender’s Revolving Percentage of the principal L/C Obligations then outstanding, (y) such Lender’s Swingline Exposure then outstanding and (z) such Lender’s Protective Advance Exposure then outstanding, exceeding the amount of such Defaulting Lender’s outstanding Advances plus Commitment or (ii) the Total Revolving Extensions of Credit exceeding the lesser of (x) the Total Commitments and (y) the amount Borrowing Limit, subject to the authority of cash collateral held the Administrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3; provided that after giving effect to any Loans made, and any Letters of Credit issued, on the Closing Date, Availability on the Closing Date shall be not less than 12.5% of the Total Commitments. During the Revolving Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent for in accordance with Sections 2.2 and 2.12. (b) The Borrower shall repay all outstanding Revolving Loans on the account of such Defaulting Lender pursuant to Section 2.16.12Revolving Termination Date.

Commitments. Each (a) Subject to the terms and express conditions set forth herein: (i) each Lender with a Tranche B-2 Term Commitment severally agrees, on the terms and conditions hereinafter set forthforth in Amendment No. 3 and herein, to have the outstanding principal amount of its Tranche B-2 Term Loans (aor such lesser amount as notified and allocated to such Lender by the Administrative Agent, as determined by the Administrative Agent and the Borrower in their sole discretion) in an amount not to exceed its Tranche B-2 Term Commitment, automatically rolled over and continued as Tranche B-2 Term Loans denominated in Dollars, and remaining outstanding pursuant to this Agreement, effective as of the Effective Date; (ii) each Lender with a Tranche B-3 Term Commitment severally agrees, on the terms and conditions set forth in the Escrow Credit Agreement and herein, to have the outstanding principal amount of its Dollar-denominated term loans (or such lesser amount as notified and allocated to such Lender by the Administrative Agent, as determined by the Administrative Agent and the Borrower in their sole discretion) in an amount not to exceed its Tranche B-3 Term Commitment, automatically converted into and deemed issued as Tranche B-3 Term Loans denominated in Dollars under and outstanding pursuant to this Agreement, effective as of the Effective Date; and (iii) each Lender with a Euro Tranche Term Commitment severally agrees, on the terms and conditions set forth in the Escrow Credit Agreement and herein, to have the outstanding principal amount of its Euro-denominated term loans (or such lesser amount as notified and allocated to such Lender by the Administrative Agent, as determined by the Administrative Agent and the Borrower in their sole discretion) in an amount not to exceed its Euro Tranche Term Commitment, automatically converted into and deemed issued as Euro Tranche Term Loans denominated in Euros under and outstanding pursuant to this Agreement, effective as of the Effective Date. (b) Subject to the terms and express conditions set forth herein, each applicable Lender severally agrees to make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Availability Period in Dollars in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) result in such Lender’s participation in Facility LCs shall not exceed Revolving Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and Revolving Commitment. (vc) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofterms and express conditions set forth herein, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to Revolving Loans (without premium or penalty). Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The Tranche B-2 Term Commitments, the Commitment Termination Date; providedTranche B-3 Term Commitments and the Euro Tranche Term Commitments will terminate in full upon the making, furtherrollover, that for purposes conversion and deemed issuance of the foregoing Loans referred to in clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (Aa) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12above.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances Loans in dollars or an Alternative Currency to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Borrowers from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) result in such Lender’s participation in Facility LCs shall not exceed Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans. The obligations of each Borrower under this Agreement are several although the Subsidiary Obligations are guaranteed by the Parent Borrower under Article IX. (b) The Parent Borrower and any one or more Lenders (including New Lenders) may from time to time borrow, prepay pursuant to Section 2.10 after the Effective Date agree that such Lender or Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and reborrow hereunder prior delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.01(c) or, in the case of each Lender which is not a New Lender, a Commitment Termination Date; providedIncrease Supplement meeting the requirements of Section 2.01(d). Notwithstanding the foregoing, further, that for purposes without the consent of the foregoing clause (v)Required Lenders, at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus incremental Commitments established or increased after the Effective Date pursuant to this paragraph shall not exceed $500,000,000, (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $15,000,000 and (z) unless otherwise agreed by the Administrative Agent, increases in Commitments may be effected on no more than three occasions pursuant to this paragraph. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Parent Borrower and the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Parent Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Parent Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of cash collateral held such Commitment increase, (ii) the amount of such Lender’s total Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent for Agent, on each date upon which the account Commitments shall be increased pursuant to this Section, each Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of such Defaulting Lender all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16.122.14 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between each applicable Borrower and the respective Lenders.

Commitments. Each Lender severally agrees, on On the terms and conditions hereinafter set forth, to (a) make Advances subject to the Borrower and (b) participate conditions set forth in Facility LCs issued upon the request of the Borrowerthis Agreement, in each case from time to time during the period from the date hereof prior to the Commitment Termination Date, Borrower may request Advances from the Lenders in an aggregate accordance with Section 2.2. Upon receipt of each Borrowing Request: (a) Each of the Conduit Lenders may, in its sole discretion, make a Loan to Borrower in a principal amount not equal to exceed such XxxxxxConduit Lender’s Commitment Amount Group Percentage of the principal amount of the requested Advance (such Conduit Lender’s and its Group’s “Funding Amount”); and (b) In the event that any Conduit Lender declines to make its Loan to Borrower as part of any requested Advance, each of such Conduit Lender’s related Committed Lenders severally agrees to make a Loan to Borrower in effect from time a principal amount equal to timeits Lender Percentage of the applicable Conduit Lender’s Funding Amount; provided provided, however, that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender from time to time outstanding hereunder shall not exceed such Xxxxxx’s Pro Rata Share the lesser of (x) the Facility Limit and (y) the Borrowing Base, and provided, further, that the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may Loans from time to time borrow, prepay pursuant to Section 2.10 and reborrow outstanding from any Group hereunder prior to the Commitment Termination Date; provided, further, that for purposes shall not exceed its Group Percentage of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum lesser of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus Facility Limit and (y) the amount Borrowing Base. Within the limits of cash collateral held by each Committed Lender’s Commitment and the Administrative Agent for the account of such Defaulting Lender pursuant Facility Limit, Borrower may borrow and (subject to Section 2.16.124.1(a)) prepay and reborrow under this Section 2.1.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, to each Lender agrees, severally and not jointly: (a) to make Advances a Term Loan (other than Additional Term Loans) to Borrower on the Borrower and Closing Date in the principal amount not to exceed its Term Loan Commitment on such date; (b) participate in Facility LCs issued upon the request of the to make Revolving Loans to Borrower, in each case at any time and from time to time during on or after the period from Closing Date until the date hereof to earlier of the Revolving Maturity Date and the termination of the Revolving Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment; provided that no more than $1,500,000 of Revolving Loans may be borrowed on the Closing Date and that no more than $40,000,000 of Revolving Exposure may be outstanding prior to the date on which the conditions set forth in Section 4.03(b) are satisfied (which may be at any time prior to the Revolving Maturity Date) unless (and only to the extent) Borrower elects to fund the proceeds of Revolving Loans into the Escrow Account on September 30, 2005 in accordance with Section 4.03(b); and (c) to make an Additional Term Loan to Borrower on the Amendment Effectiveness Date in the principal amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeits Additional Term Loan Commitment; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other extent the provisions hereof, of Section 4.03(b) prohibit the Lenders from making Additional Term Loans to Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by in an amount equal to the remainder of (A) aggregate Additional Term Loan Commitments, such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) Lender shall make an Additional Term Loan to Borrower up to the amount of cash collateral any remaining Additional Term Loan Commitments (to be held in the Escrow Account if required by Section 4.03(b)) on the Administrative Agent for date upon which the account conditions in Section 4.03(b) have been satisfied or on September 30, 2005 (as permitted by Section 4.03(b)). Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Within the limits set forth in clause (b) above and subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans. Until the later of the satisfaction of the conditions set forth in Section 4.03(b) and, if such Defaulting Lender pursuant conditions are not satisfied prior to Section 2.16.12September 30, 2005 and any Additional Term Loans are made on September 30, 2005, the day after the release of any funds deposited into the Escrow Account, Term Loans made after the Amendment Effectiveness Date shall be referred to as "TRANCHE B1 TERM LOANS" and Term Loans made on or prior to the Amendment Effectiveness Date shall be referred to as "TRANCHE B TERM Loans." Except as explicitly set forth in the Loan Documents, Tranche B Term Loans and Tranche B1 Term Loans shall be treated identically.

Commitments. Each Lender severally agrees, on (a) Subject to Section 2.1(c) and the other terms and conditions hereinafter set forthforth in this Agreement, each Bank severally agrees to lend to Borrower from time to time prior to the Termination Date amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank’s Commitment less such Bank’s Letter of Credit Exposure, to the extent any such Loan would not cause the Outstanding Revolving Credit to exceed the Total Commitment. Each Borrowing shall (ai) make Advances be in an aggregate principal amount of $500,000 or any larger integral multiple of $100,000, and (ii) be made from each Bank ratably in accordance with its respective Applicable Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section 2.1(a) and request new Borrowings under this Section 2.1(a). (b) participate in Facility LCs issued upon the request The Letter of the BorrowerCredit Issuer will issue Letters of Credit, in each case from time to time during the period from Letter of Credit Period upon request by Xxxxxxxx, for the date hereof to the Commitment Termination Dateaccount of Borrower, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount so long as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (A) the total Letter of Credit Exposure of all Banks then existing, and (B) the amount of the requested Letter of Credit, does not exceed the lesser of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus $10,000,000 and (y) the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount), and (ii) Borrower would be entitled to a Borrowing under Section 2.1(c) and Section 6.2 in the amount of the requested Letter of Credit; provided that, the Letter of Credit Issuer shall not be under any obligation to issue any Letter of Credit if a default of any Bank’s obligations to fund under Section 2.1 exists or any Bank is at such time a Defaulting Bank hereunder, unless the Letter of Credit Issuer has entered into arrangements satisfactory to Letter of Credit Issuer with Borrower or such Bank to eliminate the Letter of Credit Issuer’s risk with respect to such Bank. Not less than three Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to the Letter of Credit Issuer, the Letter of Credit Issuer’s customary letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. Unless otherwise expressly agreed by the Letter of Credit Issuer and Xxxxxxxx when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. No Letter of Credit shall have an expiration date later than the earlier of (1) five Business Days prior to the Termination Date and (2) one year from the date of issuance (subject to any applicable automatic renewal provision) and no Letter of Credit shall be issued in a currency other than U.S. Dollars. Upon the date of issuance of a Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from the Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Applicable Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone or facsimile setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (a) the applicable Letter of Credit Fee in accordance with Section 2.12, (b) the applicable Letter of Credit Fronting Fee in accordance with Section 2.12, and (c) all customary administrative, issuance, amendment, payment, and negotiation charges of the Letter of Credit Issuer; provided that, no such Letter of Credit Fee shall accrue or be deemed to have accrued, or be owing or payable by Borrower to Administrative Agent or any Letter of Credit Issuer for the account of any Defaulting Bank with respect to its share of such Letter of Credit Fee in the event Borrower has entered into an arrangement with or provided cash collateral to the Letter of Credit Issuer with respect to the Letter of Credit Issuer’s risk with respect to such Bank’s obligation to fund its Applicable Percentage share of the aggregate existing Letter of Credit Exposure with respect to such Letter of Credit. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Applicable Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee, and the charges described in clause (c) of the immediately preceding sentence, to the Letter of Credit Issuer for its own account. Any increase, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 2.1(b). Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by the Administrative Agent for the account ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such Security Instruments with respect to such deposit of funds in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Majority Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is required to make deposits under this Section 2.1(b) and fail to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. In the event there exists one or more Defaulting Banks, Borrower shall, on the next succeeding Business Day following request from Administrative Agent, deposit with Administrative Agent such funds as Administrative Agent may reasonably request, up to a maximum Letter of Credit Exposure attributable to such Defaulting Bank(s) as security for such Defaulting Bank’s Letter of Credit Exposure. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy drafts or demands attributable to such Defaulting Bank(s). When there are no longer any Defaulting Banks or no longer any Letters of Credit outstanding, Administrative Agent shall release to Borrower any remaining funds deposited under this paragraph. Notwithstanding anything to the contrary contained herein, Xxxxxxxx hereby agrees to reimburse the Letter of Credit Issuer, in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (x) on the same Business Day the Letter of Credit Issuer makes demand for such reimbursement if such demand is made at or prior to 11:00 a.m. (New York, New York time) and (y) on the next Business Day after such demand for reimbursement if such demand is made after 11:00 a.m. (New York, New York time). Payment shall be made by Borrower with interest on the amount so paid or disbursed by the Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to but excluding the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such Defaulting Lender pursuant reimbursement obligations based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that the Letter of Credit Issuer shall not be excused from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by the Letter of Credit Issuer’s failure to exercise due care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or by the Letter of Credit Issuer’s gross negligence or willful misconduct. As among Borrower on the one hand, Administrative Agent, and each Bank, on the other hand, Xxxxxxxx assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of Administrative Agent, the Letter of Credit Issuer or any Bank shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any Letter of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of the Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Administrative Agent or any Bank. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Letter of Credit Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. Borrower shall be obligated to reimburse the Letter of Credit Issuer through Administrative Agent upon demand for all amounts paid under Letters of Credit as set forth in the third paragraph of this Section 2.16.122.1(b); provided that, if Borrower for any reason fails to reimburse the Letter of Credit Issuer in full when such reimbursement is required under such paragraph, Xxxxx shall reimburse the Letter of Credit Issuer in accordance with each Bank’s Applicable Percentage for amounts due and unpaid from Borrower as set forth herein below; provided further that, no such reimbursement made by Xxxxx shall discharge Borrower’s obligations to reimburse the Letter of Credit Issuer. All reimbursement amounts payable by any Bank under this Section 2.1(b) shall include interest thereon at the Federal Funds Effective Rate, from the date of the payment of such amounts by the Letter of Credit Issuer to but excluding the date of reimbursement by such Bank. No Bank shall be liable for the performance or nonperformance of the obligations of any other Bank under this paragraph. The reimbursement obligations of Banks under this paragraph shall continue after the Termination Date and shall survive termination of this Agreement and the other Loan Papers. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that, with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Application or other document related to such Letter of Credit, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control. (c) No Bank will be obligated to lend to Borrower or incur Letter of Credit Exposure under this Section 2.1, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder (i) if the amount of the Outstanding Revolving Credit exceeds the Total Commitment at such time, or (ii) in an amount which would cause the Outstanding Revolving Credit to exceed the Total Commitment. Nothing in this Section 2.1(c) shall be deemed to limit any Bank’s obligation to reimburse the Letter of Credit Issuer with respect to such Bank’s participation in Letters of Credit issued by the Letter of Credit Issuer as provided in Section 2.1(b).

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; such Lender's Exposure exceeding such Lender's Commitment or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share sum of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) total Exposures exceeding the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounttotal Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrowan increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, prepay pursuant (ii) no such increase shall cause the aggregate Commitments hereunder to Section 2.10 exceed $1,700,000,000, and reborrow hereunder (iii) no Lender's Commitment shall be increased without such Lender's consent. (c) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not less than fifteen (15) days and not more than sixty (60) days prior to the Commitment Termination Maturity Date, elect to have the entire principal balance of the Loans then outstanding continued as non-revolving term loans (the “Term Loans”) due and payable on the Term Loan Maturity Date; provided, furtherthe Borrower may exercise the Term-Out only once during the term of this Agreement, that for purposes such exercise shall result in the permanent termination of the foregoing clause (v)Commitments, at any time there is a Defaulting Lenderand the Borrower may repay, but not reborrow, the Aggregate Commitment Amount shall be reduced by an amount equal Term Loans. As a condition precedent to the remainder Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Financial Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties contained in Article III and the EPD Guaranty Agreement are true and correct in all material respects on and as of the effective date of the Term-Out, except to the extent that such Defaulting Lender’s Commitment Amount minus representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date and (B) that no Default or Event of Default exists, is continuing, or would result from the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by Term-Out. The Borrower agrees to pay to the Administrative Agent for the account of such Defaulting each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term Loans so continued, which shall be due and payable on the effective date of the Term-Out. The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.16.122.16 incurred by any Lender in connection with the exercise of the Term-Out.

Commitments. (a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, and upon satisfaction of the applicable conditions set forth in Article 4, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of at the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date’s request, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) specified opposite such Lender’s participation name under the column “Commitment” on Schedule I hereto (or, if such Lender has entered into an Assignment and Acceptance, set forth for such Lender with respect to Commitments in Facility LCs shall not exceed the register maintained by the Administrative Agent pursuant to Section 8.07(d)) (such Lender’s Pro Rata Share of all LC Obligations; and “Commitment”). (vb) On the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions date hereof, the sole Lender is Citibank (Trinidad & Tobago) Limited and the aggregate amount of the Lender’s Commitment is TT$62,277,891.87. The Commitment shall be automatically and permanently reduced to zero on the date of the Advance. (c) Notwithstanding anything to the contrary in this Section 2.01, the Borrower may acknowledges, confirms and agrees that pursuant to that certain Amendment No. 1 and Modification to the Existing Tranche F Credit Agreement dated as of the date hereof among the Borrower, the lenders from time to time borrowparty thereto and Scotiatrust and Merchant Bank Trinidad and Tobago Limited, prepay pursuant to Section 2.10 as agent for such lenders, the Existing Tranche F Advances shall not be repaid but rather shall be reevidenced by this Agreement and reborrow the Notes as the Advances outstanding hereunder prior to and under the Commitment Termination Date; provided, further, that for purposes Notes. The date of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount Advance shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Effective Date.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed Revolving Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and Revolving Commitment or (vii) the Outstanding Credit Extensions shall not at any time exceed total Revolving Exposures exceeding the Aggregate Commitment Amountlesser of (x) the sum of the total Revolving Commitments or (y) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.4. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for Revolving Loans. (b) For purposes of determining the foregoing clause Borrowing Base: (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (Ai) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for may, in its Permitted Discretion, establish additional standards of eligibility and Reserves against eligibility, adjust Reserves and after the account occurrence and during the continuance of a Default or an Event of Default, reduce advance rates or reduce one or more of the sub-limits used, (ii) in the event that an Account which was previously an Eligible Account ceases to be an Eligible Account, the Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate as required in Section 5.2(c); provided that if such Account is a material Account, the Borrower shall notify the Administrative Agent promptly upon its knowledge of such Defaulting Lender pursuant cessation, and (iii) in the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory, the Borrower shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate as required in Section 2.16.125.2(c); provided that if such Inventory is material Inventory, the Borrower shall notify the Administrative Agent promptly upon its knowledge of such cessation.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) to make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Rate Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (iv) such Lender’s participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (v) the Outstanding Credit Extensions to all Borrowers shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject Subject to the other provisions hereofforegoing, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein and in the Orders, each Lender agrees, severally and not jointly, to make Loans in dollars to the Borrower in up to three (3) draws, (a) make Advances to the Borrower and first of which shall be on the Closing Date (any Loans made on such date, the “Interim Order Loan”), (b) participate in Facility LCs issued upon the request second of which shall be on the BorrowerInitial Allocation Date (any Loans made on such date, the “Initial Allocation Date Loan”, and together with the Interim Order Loan, the “Initial Loan”) and (c) the third of which shall be on the Full Availability Date (any Loans made on such date, the “Final Order Loan”), in each case from time to time during the period from the date hereof to the Commitment Termination Datecase, in an aggregate principal amount not to exceed such XxxxxxLender’s Commitment Amount as in of such date (prior to giving effect from time to timethe making of such Loans); provided that provided, that: (i) no Advance may the Interim Order Loan shall be made unless all (x) in an aggregate principal amount not to exceed the lesser of (A) $88,480,725.68 and (B) the amount approved by the Bankruptcy Court in the Interim Order and (y) funded by the Lenders have consented thereto as more fully provided party to this Agreement on the Closing Date in Section 3.02; the amounts set forth on Schedule 2.01 under the heading “Initial Loan Commitments—Interim Order Loans”; (ii) no Advance may the Initial Allocation Date Loan shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided (x) in Section 3.02; (iii) an aggregate amount equal to the Interim Availability Amount minus the aggregate principal amount of all Advances the Interim Order Loan and (y) funded by each Lender in a respective amount such that, after giving effect to the Initial Allocation Date Loan, each Lender shall not exceed such Xxxxxx’s Pro Rata Share holds Loans equal to the product of (1) a fraction the numerator of which is the aggregate amount of the aggregate principal amount Initial Loan and the denominator of all outstanding Advances; which is the Total Commitment and (iv2) such Lender’s participation in Facility LCs shall Commitment as set forth under the heading “Post-Initial Allocation Commitments” on Schedule 2.01 (for the avoidance of doubt, the Initial Allocation Date Loan will not exceed such Lender’s Pro Rata Share of be funded ratably across all LC ObligationsLenders); and and (viii) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount Final Order Loan shall be reduced funded ratably by each Lender in accordance with its Commitment as set forth under the heading “Post-Initial Allocation Loan Commitments” on Schedule 2.01 and in an aggregate amount equal to the remainder Final Availability Amount; and (b) Each Borrowing shall consist of Loans of the same Type made on the same day by the Lenders ratably according to their respective Commitments as set forth above. Notwithstanding anything to the contrary, unless the Administrative Agent and the Borrower shall otherwise agree, the initial Interest Period of any Initial Allocation Date Loan or Final Order Loan that is a Eurodollar Loan (Aif any) shall commence on the Initial Allocation Date or the Full Availability Date, as applicable, and shall end on the last day of the then-current Interest Period for the Interim Order Loan or Initial Loan, respectively, that is a Eurodollar Loan then outstanding (if any). For the avoidance of doubt, once funded the Interim Order Loan, the Initial Allocation Date Loan and the Final Order Loan shall constitute a single class of Loans. (c) No later than the twelfth day after entry of the Interim Order (or such Defaulting Lender’s other time as reasonably acceptable to the Administrative Agent, the Borrower and the Required Financing Commitment Amount minus Parties), provided that the Borrower has received the schedule described in this clause (Bc) from the Financing Commitment Parties or their financial advisor, (i) the sum of Borrower shall deliver to the Administrative Agent a written notice, in form and substance reasonably satisfactory to the Administrative Agent (xthe “Initial Allocation Commitment Notice”), which notice shall attach a schedule updating the “Post-Initial Allocation Commitments” on Schedule 2.01 (as delivered pursuant to Section 2.01(c)) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) identifying each Lender and the amount of cash collateral held its Commitment and (ii) each Lender that is not a party hereto on the Closing Date shall deliver to the Administrative Agent a signature page to the “Master Joinder to the DIP Credit Agreement” attached as Annex II to the Notice and Instruction Form, executed by such Lender and the Borrower, pursuant to which, inter alia, such Lender shall deliver (and shall represent and warrant that it has delivered) to the Administrative Agent a completed Administrative Questionnaire, such documentation and other information under applicable “know your customer” and anti-money laundering rules and regulations requested by the Administrative Agent for the account of Agent, and such Defaulting Lender documentation and other information required under Section 2.20. The schedule delivered pursuant to clause (i) of this Section 2.16.122.01(c) shall be conclusive and binding absent manifest error. The parties hereto agree that the Administrative Agent may conclusively rely on the Initial Allocation Commitment Notice and this provision in adjusting the Register to reflect the Commitment of each Lender.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to make revolving credit loans (a“Loans”) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all at any one time outstanding Advances; (iv) which, when added to such Lender’s participation in Facility LCs shall Revolving Percentage of the L/C Obligations, does not exceed the amount of such Lender’s Pro Rata Share of all LC Obligations; and (v) Commitment. During the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofPeriod, the Borrower may use the Commitments by borrowing, repaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time borrowbe Eurodollar Loans or ABR Loans, prepay pursuant to Section 2.10 as determined by the Borrower and reborrow hereunder prior notified to the Administrative Agent in accordance with Sections 2.2 and 2.3. (b) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment Termination Date; providedor increase the amount of its existing Commitment, furtheras applicable, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced in each case by an amount equal executing and delivering to the remainder of Administrative Agent an Increased Facility Activation Notice specifying (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (yi) the amount of cash collateral such increase and (ii) the Increased Facility Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of Eurodollar Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent for Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a Eurodollar Loan (with an interest period to be selected by the account of Borrower), and upon such Defaulting Lender conversion the Borrower shall pay any amounts owing pursuant to Section 2.16.122.12, if any, (with such conversion being treated as a prepayment of all outstanding Eurodollar Loans for the purposes of Section 2.12), (ii) any new borrowings of Loans on such date shall also be part of such single Loan and (iii) all Lenders (including the New Lenders) shall hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made in such a manner so as to achieve the foregoing.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of Company herein set forth, to (a) make Advances each Lender hereby severally agrees, subject to the Borrower and (b) participate in Facility LCs issued upon limitations set forth below with respect to the request maximum amount of the BorrowerLoans permitted to be outstanding from time to time, in each case to lend to Company from time to time during the period from the date hereof Closing Date to but excluding the Commitment Termination Date, in Date an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s exceeding its Pro Rata Share of the aggregate principal amount of all outstanding Advancesthe Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Commitment is set forth opposite its name on Schedule 2.1 annexed ------------ hereto and the aggregate original amount of the Commitments is $65,000,000; (iv) such Lender’s participation in Facility LCs provided that the Commitments of Lenders shall not exceed such Lender’s Pro Rata Share be adjusted to give effect to any -------- assignments of all LC Obligationsthe Commitments pursuant to subsection 10.1B; and (vprovided, -------- further that the amount of the Commitments shall be reduced from time to time by ------- the amount of any reductions thereto made pursuant to subsections 2.4A, 2.4B(ii) and 2.4B(iii). Each Lender's Commitment shall expire on the Outstanding Credit Extensions Commitment Termination Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than that date; provided that each Lender's Commitment shall expire immediately and without -------- further action on July 15, 1997 if the initial Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Commitments shall be subject to the limitation that in no event shall the Total Utilization of Commitments at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Commitments then in effect.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such XxxxxxLender’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such XxxxxxLender’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such Lender’s participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to PECO shall not at any time exceed the PECO Sublimit; (v) the Outstanding Credit Extensions to Genco shall not at any time exceed the Aggregate Commitment AmountGenco Sublimit; and (vi) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances Revolving Loans in dollars to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) result in such Lender’s participation in Facility LCs shall not exceed Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower and any one or more Lenders (including New Lenders) may from time to time borrow, prepay pursuant to Section 2.10 after the Effective Date agree that such Lender or Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and reborrow hereunder prior delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.01(c) or, in the case of each Lender which is not a New Lender, a Commitment Termination Date; providedIncrease Supplement meeting the requirements of Section 2.01(d). Notwithstanding the foregoing, further, that for purposes without the consent of the foregoing clause (v)Required Lenders, at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus incremental Commitments established or increased after the Effective Date pursuant to this paragraph shall not exceed $150,000,000, (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $15,000,000 and (z) unless otherwise agreed by the Administrative Agent, increases in Commitments may be effected on no more than three occasions pursuant to this paragraph. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of cash collateral held such Commitment increase, (ii) the amount of such Lender’s total Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent for Agent, on each date upon which the account Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Revolving Loans, which prepayment shall be accompanied by payment of such Defaulting Lender all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16.122.14 in connection therewith, and, to the extent it determines to do so, reborrow Revolving Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such LenderXxxxxx’s participation in Facility LCs issued for the account of any Borrower shall not exceed such LenderXxxxxx’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to ComEd shall not any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to PECO shall not at any time exceed the Aggregate Commitment AmountPECO Sublimit; (vi) the Outstanding Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and (vii) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such Xxxxxx’s Lender's Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such Xxxxxx’s Lender's Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such Lender’s 's participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s 's Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to ComEd shall not any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to PECO shall not at any time exceed the Aggregate Commitment AmountPECO Sublimit; (vi) the Outstanding Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and (vii) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Lender, severally and not jointly, agrees to (a) make Advances Loans to the Borrower Borrowers, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate principal amount at any time outstanding not to exceed the amount of such Xxxxxx’s Lender's Commitment Amount set forth opposite its name in Schedule 2.01 annexed hereto, as in effect such Commitment may be reduced from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided time in accordance with the provisions of this Agreement. Notwithstanding the foregoing and subject to Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) 2.20 hereof, the aggregate principal amount of all Advances by such Lender Loans outstanding at any time to the Borrowers shall not exceed (1) the lesser of (A) the Total Commitment (as such Xxxxxx’s Pro Rata Share amount may be reduced pursuant to Section 2.07 hereof) and (B) an amount equal to the sum of (i) up to sixty-five percent (65%) of the aggregate principal amount Net Amount of all outstanding Advances; Eligible Inventory of the Borrowers, plus (ivii) subject to the terms of Sections 2.07(b) and 2.09(d) hereof, the Supplemental Availability then in effect (this clause (1) (B) referred to herein as the "Borrowing Base"), minus (2) the Letter of Credit Usage at such Lender’s participation in Facility LCs time (which Letter of Credit Usage shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not $30,000,000 at any time time), minus (3) reserves established pursuant to Section 2.01(c) below at such time. The Borrowing Base will be computed as provided in Section 2.20 hereof, and the Borrowing Base and other collateral reporting material will be delivered to the Agent in accordance with Section 6.05(g) and/or Section 6.05(h) hereof. In no event shall the aggregate outstanding Loans and Letters of Credit made to or for the account of any Borrower exceed the Aggregate Commitment Amount. Within Maximum Facility Amount for such Borrower. (b) Subject to the foregoing limits and within the foregoing limits, and subject to all other applicable terms, provisions and limitations set forth in this Agreement, the other Borrowers may borrow, repay (or, subject to the provisions of Section 2.09 hereof, prepay) and reborrow Loans, on and after the Borrower date hereof and prior to the Termination Date. (c) The Agent may from time to time borrow, prepay pursuant to Section 2.10 decrease the Loans and reborrow hereunder prior Letters of Credit available to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced Borrowers by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of all reserves which the Agent deems necessary or desirable to maintain hereunder, such Defaulting Lender’s outstanding Advances plus reserves to be determined by the Agent in its judgment exercised in good faith and to include, without limitation, reserves instituted under Section 2.07(b) or Section 2.09(e) or reserves with respect to (yi) rent payments past due and owing by any Borrower with respect to premises leased by any Borrower for which a Landlord Waiver has not been obtained, (ii) trust fund liabilities under the Perishable Agricultural Commodities Act and the Packers and Stockyards Act, (iii) environmental remediation and liability, (iv) Liens on Collateral (other than Liens in existence on the Initial Closing Date which are listed on Schedule 7.01 and other than encumbrances permitted under Section 7.01), (v) credit exposure of any Borrower with respect to interest rate protection arrangements, (vi) reserves contemplated by Section 5.02(i)(ii) and (vii) 103% of the face amount of cash collateral held letters of credit issued by persons other than the Administrative Agent Letter of Credit Issuer for the account of such Defaulting Lender pursuant to Section 2.16.12any Borrower or any subsidiary thereof.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make advances (aeach such advance a "Standby Loan") make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case at any time and from time to time during the period from on and after the date hereof to and until the earlier of the Maturity Date or the termination of the Commitment Termination Dateof such Lender, in an aggregate principal amount at any time outstanding not to exceed such Xxxxxx’s Commitment Amount as in effect from time Lender's Remaining Commitment, subject, however, to time; provided the conditions that (i) at no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender time shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the outstanding aggregate principal amount of such Defaulting Lender’s outstanding Advances all Standby Loans plus (y) the outstanding aggregate principal amount of cash collateral held all Offered Rate Loans exceed (B) the Total Commitment and (ii) at no time shall the outstanding aggregate principal amount of all Standby Loans and all Offered Rate Loans made by any Lender exceed the amount of such Lender's Commitment. As of the date hereof, the aggregate amount of the Commitments of all Lenders who are parties to this Agreement on the date hereof is $120,000,000. The parties to this Agreement hereby agree that the aggregate of all Commitments may be increased to a maximum of $135,000,000 by the addition of Compass Bank as a Lender hereunder upon Compass Bank=s execution of a Joinder Agreement, in substantially the form of Exhibit E hereto, on or before July 31, 1998. The increase in the aggregate amount of the Commitments and the Joinder Agreement shall be effective, without further action by any party hereto, as of the first Business Day after execution of the Joinder Agreement by Compass Bank on which either (a) there are no outstanding Standby Loans that are Eurodollar Loans or (b) all outstanding Standby Loans that are Eurodollar Loans are being Converted or Continued. If Compass Bank should become a party hereto by execution of a Joinder Agreement, such joinder shall not affect the amount of the Commitments of the other Lenders who are party hereto, which amounts shall remain as described on Schedule 2.01. If any Standby Loans are outstanding on the effective date of the Joinder Agreement, Compass Bank shall make available to the Administrative Agent for the account benefit of the Borrower, and the Administrative Agent shall, on behalf of the Borrower, transfer to each Lender as a repayment of its Standby Loan such Defaulting Lender pursuant amounts equal to Section 2.16.12the amounts necessary to cause (after giving effect to such transfers) the ratio of each such Lender=s (including Compass Bank=s) Standby Loans to the outstanding principal amount of all Standby Loans to be the same as the ratio of each such Lender=s Remaining Commitment to the aggregate Remaining Commitments on such date. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Standby Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. (a) Each Applicable Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request satisfaction of the Borrowerapplicable conditions set forth in Article 4, in each case to make, from time to time during the period from the date hereof Commitment Period, Advances to the Commitment Termination DateBorrower at the Borrower’s request, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances made by such Applicable Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs hereunder on any date shall not exceed such Lender’s Pro Rata Share Available Commitment on such date and (ii) the aggregate amount of all LC Obligations; and (v) the Outstanding Credit Extensions Advances made by each Lender hereunder shall not at any time exceed the Aggregate Commitment Amount. Within amount specified opposite such Lender’s name under the foregoing limits column “Commitment” on Schedule I hereto (or, if such Lender has entered into an Assignment and subject Acceptance, set forth for such Lender with respect to Commitments in the other provisions hereofregister maintained by the Administrative Agent pursuant to Section 8.07(d)), the Borrower as such amount may be reduced from time to time borrowin accordance with Section 2.01(b), prepay (c) or Section 2.02(c), (such Lender’s “Commitment”). The initial aggregate amount of the Lenders’ Commitments is TT$198,091,108.08. (b) Notwithstanding anything to the contrary in this Section 2.01, the Borrower acknowledges, confirms and agrees that (i) the aggregate outstanding principal amount of the Advances under the Existing Tranche F Credit Agreement (the “Existing Tranche F Advances”) was TT$158,453,870.08, a portion of the Existing Tranche F Advances was held by each Lender in the amount and of the type specified opposite such Lender’s name under the column “Existing Tranche F Advances as of the Effective Date” on Schedule I hereto, and (ii) such Existing Tranche F Advances shall not be repaid but rather shall be reevidenced by this Agreement and the Notes as a portion of the advances outstanding hereunder and under the Notes (c) The Borrower acknowledges, confirms and agrees that the amount of the Available Commitment of each Lender as of the Effective Date is the amount specified opposite such Lender’s name as of each Advance Date occurring on or after the Agreement Date. (d) The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Lenders, to terminate or cancel, in whole or in part, the undrawn portion of the Commitments, provided that each partial reduction shall be in a minimum amount of TT$10,000,000 or an integral multiple of TT$1,000,000 in excess thereof, whereupon the Commitments of the Applicable Lenders shall be reduced pro rata in accordance with their respective Commitments. (e) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement which results in a reduction of the Rollover Lenders’ Existing Credit Exposures as a result of repayments of Existing Facility Advances pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 2.1 of the foregoing clause (v), at any time there is a Defaulting LenderCommon Agreement, the Aggregate Commitment Amount Commitments of such Lenders shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) reduction. No reduction, termination or cancellation of the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender Commitments pursuant to this Section 2.16.122.01 may be reinstated.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to make, and the Borrowers may borrow (aand repay and reborrow) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time, on any Business Day during the Availability Period, upon notice by the Borrowers to the Administrative Agent given in accordance with Section 2.03, revolving loans (each, a “Loan”; provided that and, collectively, the “Loans”) in such amounts as are requested by the Borrowers up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Lender’s Commitment and (ii) such Lender’s Applicable Percentage of the Borrowing Base Availability; provided, that, in all events, (i) no Advance may Default or Event of Default shall have occurred and be made unless all Lenders have consented thereto as more fully provided in Section 3.02; continuing, and (ii) no Advance may be made as a Eurodollar Advance unless the Principal Obligation (after giving effect to all Lenders have consented thereto as more fully provided in Section 3.02; (iiiamounts requested) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountBorrowing Base Amount or the aggregate Commitments or cause a violation of the covenants set forth in Section 5.02. In addition to all other conditions for a Borrowing set forth in this Agreement, in connection with each Borrowing, the Borrowers shall execute such documents and take such actions as the Administrative Agent may reasonably request in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in each Borrowing Base Asset, as applicable. Each Loan shall be made in immediately available funds in accordance with instructions provided by the Borrowers. Within the foregoing limits and of each Lender’s Commitment and, subject to the other provisions hereofterms and conditions of this Agreement, during the Borrower Availability Period the Borrowers may from time to time borrowborrow under this Section 2.02, prepay pursuant to Loans under Section 2.10 2.11, and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to under this Section 2.16.122.02.

Commitments. Each Lender severally agrees, on Subject to and upon the terms and conditions hereinafter herein set forth, each Lender, severally and not jointly, agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination on any Funding Date, in an aggregate principal amount at any time outstanding not to exceed the amount of such Xxxxxx’s Lender's Revolving Commitment Amount as set forth under its name on the signature pages hereto or in effect the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable, as such Revolving Commitment may be increased or reduced from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided time in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) accordance with the provisions of this Agreement. Notwithstanding the foregoing, the aggregate principal amount of all Advances by such Lender Revolving Loans outstanding at any time to the Borrower shall not exceed the lesser of (i) the Total Revolving Commitment and (ii) the Borrowing Base minus Accrued Amounts as of such Xxxxxx’s Pro Rata Share time (the lesser of (i) and (ii) being the "Borrowing Limit"). (a) Subject to the foregoing and within the foregoing limits, the Borrower may borrow, repay (without premium or penalty) and reborrow Revolving Loans, on and after the date hereof through, but not including, the Maturity Date, subject to the terms, provisions and limitations set forth herein and in Exhibit II hereof, including, without limitation, the requirement that no Revolving Loan shall be made hereunder if after giving effect thereto the sum of the aggregate principal amount of all the Revolving Loans outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time hereunder would exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofBorrowing Limit. (b) So long as no Default or Event of Default then exists or would result therefrom, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior request by Written Notice to the Program Manager, and the Program Manager and the Lenders may approve, in their sole discretion, an increase in the Total Revolving Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to $5,000,000 or an integral multiple thereof up to a maximum of $25,000,000. If the remainder Program Manager and the Lenders approve such request, then the Program Manager shall request that the Syndication Agent use its best efforts to arrange for a further syndication of (A) the additional commitments to the Lenders or other Persons reasonably satisfactory to the Borrower. No Lender shall be required to participate in any of the additional commitments. The Borrower shall, upon the effective date of any such Defaulting Lender’s Commitment Amount minus (B) increase, pay to the sum of (x) Syndication Agent and to the principal amount of Lenders or other Persons agreeing to such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held additional commitments such fees as shall be agreed upon by the Administrative Agent for Syndication Agent, such Lenders or such other Persons, as the account of such Defaulting Lender pursuant to Section 2.16.12case may be, and the Borrower.

Commitments. (a) Each Applicable Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request satisfaction of the Borrowerapplicable conditions set forth in Article 4, in each case to make, from time to time during the period from the date hereof Commitment Period, Advances to the Commitment Termination DateBorrower at the Borrower’s request, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances made by such Applicable Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs hereunder on any date shall not exceed such Lender’s Pro Rata Share Available Commitment on such date and (ii) the aggregate amount of all LC Obligations; and (v) the Outstanding Credit Extensions Advances made by each Lender hereunder shall not at any time exceed the Aggregate Commitment Amount. Within amount specified opposite such Lender’s name under the foregoing limits column “Commitment” on Schedule I hereto (or, if such Lender has entered into an Assignment and subject Acceptance, set forth for such Lender with respect to Commitments in the other provisions hereofregister maintained by the Administrative Agent pursuant to Section 8.6(d)), the Borrower as such amount may be reduced from time to time borrowin accordance with Section 2.1(b), prepay (c) or Section 2.2(c), (such Lender’s “Commitment”). The initial aggregate amount of the Lenders’ Commitments is US$621,946,408.96. (b) The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Lenders, to terminate or cancel, in whole or in part, the undrawn portion of the Commitments, provided that each partial reduction shall be in a minimum amount of US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof, whereupon the Commitments of the Applicable Lenders shall be reduced pro rata in accordance with their respective Commitments. (c) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement which results in a reduction of the Rollover Lenders’ Existing Credit Exposures as a result of repayments of Existing Facility Advances pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 2.1 of the foregoing clause (v), at any time there is a Defaulting LenderCommon Agreement, the Aggregate Commitment Amount Commitments of such Lenders shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) reduction. No reduction, termination or cancellation of the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender Commitments pursuant to this Section 2.16.122.1 may be reinstated.

Commitments. Each Lender severally agreesFund hereby irrevocably commits (its “Commitment”), on subject to the terms and conditions hereinafter set forthforth herein, that, at or prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, equity securities of Parent with an aggregate purchase price in cash of immediately available funds equal to the dollar amount set forth next to its name on Schedule A hereto (as to each Fund, its “Cap” and in the aggregate, the “Aggregate Commitment Amount”). Notwithstanding anything to the contrary in this Letter Agreement, this Letter Agreement may not be enforced against any Fund without giving effect to its applicable Cap and in no event shall any Fund’s aggregate liability for the Commitment and pursuant to this Letter Agreement exceed its applicable Cap. The Aggregate Commitment Amount will be used to: (a) make Advances fund all amounts required to be paid by Parent at the Borrower Closing pursuant to Section 2.6 and Section 3.1(a) of the Merger Agreement; (b) participate without duplication, pay the fees, costs and expenses required to be paid by Parent or Merger Sub pursuant to Section 8.1(b) and Section 10.3(a) in Facility LCs issued upon connection with the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC ObligationsClosing; and (vc) any amount set forth in the True-Up Notice in accordance with Section 10.1(d)(v) of the Merger Agreement (collectively, clauses (a), (b) and (c) the Outstanding Credit Extensions shall not at any time exceed “Closing Payments”). To the extent that the Aggregate Commitment Amount. Within Amount is insufficient to fully satisfy the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes payment of the foregoing clause (v), at any time there is a Defaulting LenderClosing Payments, the Aggregate Commitment Amount shall be reduced by an amount equal applied first to satisfy the remainder payment of the items in clause (Aa) such Defaulting Lender’s Commitment Amount minus of the Closing Payments and then to satisfy the payment of the items in clause (Bb) of the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Closing Payments.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Revolving Lender severally agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time in U.S. Dollars during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; result in (iva) such Lender’s participation in Facility LCs shall not exceed Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and Revolving Commitment or (vb) the Outstanding sum of the total Revolving Credit Extensions shall not at any time exceed Exposures exceeding the Aggregate Commitment Amounttotal Revolving Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans. (b) Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a Term Loan (other than New Term Loans) to the Borrower in U.S. Dollars in a single Borrowing on the Effective Date in the principal amount requested by the Borrower in accordance with Section 2.03 (not to exceed such Lender’s Term Loan Commitment). The Term Loan Commitments of the Lenders to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 2.04) shall expire on the earlier of (a) the date specified in Section 4.01 in the event that the conditions set forth in Section 4.1 are not satisfied (or waived pursuant to Section 2.10 and reborrow hereunder 9.02) at or prior to 3:00 p.m. New York City time on such date, or (b) the Commitment Termination Date; provided, further, that for purposes date of the foregoing clause Borrowings of Term Loans (vthe “Term Loan Commitment Expiry Date”), at any time there . Any portion of the Term Loans that is a Defaulting Lender, the Aggregate Commitment Amount shall repaid may not be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12reborrowed.

Commitments. (i) Each Lender severally agreesPurchaser’s obligation to purchase the Bridge Notes shall be limited to such Purchaser’s applicable Bridge Note Commitment Amount, on the terms and conditions hereinafter set forth, no Purchaser shall have any obligation to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request fund any portion of the BorrowerBridge Notes required to be funded by any other Purchaser, in each case from time but not so funded. The Issuer shall not have any right to time during reborrow any portion of the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect Bridge Notes which are repaid or prepaid from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; . (ii) no Advance may Each Purchaser is obligated to purchase its Incremental Note Commitment Amount of Incremental Notes on the applicable Subsequent Closing Date. No Purchaser shall have any other obligation to fund any additional Incremental Notes and the purchase of any such additional Incremental Notes shall be made as a Eurodollar Advance unless all Lenders at the sole and absolute discretion of each Purchaser. The Issuer shall not have consented thereto as more fully provided in Section 3.02; any right to reborrow any portion of the Incremental Notes which is repaid or prepaid from time to time. (iii) the aggregate principal Each Purchaser is obligated to purchase its committed amount of all Advances by Tranche C Notes as indicated on the Commitment Annex on the applicable Tranche C Closing Date. No Purchaser shall have any other obligation to fund any additional Tranche C Notes and the purchase of any such Lender additional Tranche C Notes shall be at the sole and absolute discretion of each Purchaser. The Issuer shall not exceed such Xxxxxx’s Pro Rata Share have any right to reborrow any portion of the aggregate principal amount of all outstanding Advances; Tranche C Notes which is repaid or prepaid from time to time. (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject Notwithstanding anything to the contrary contained herein, if the conditions set forth in (a) Section 7.2 are not satisfied on or before August 22, 2022, (b) Section 7.3 are not satisfied on the Second Bridge Closing, (c) Section 7.4 are not satisfied by September 27, 2022, (d) Section 7.5 are not satisfied by October 7, 2022, (e) Section 7.6 are not satisfied by November 30, 2022, all commitments and obligations to purchase and issue any remaining Bridge Notes (other provisions hereofthan the Sixth Bridge Notes) shall terminate, (f) Section 7.7 are not satisfied by February 3, 2024, all commitments and obligations to purchase and issue the Borrower may from time Sixth Bridge Notes shall terminate or (g) Section 7.8 are not satisfied by August 2, 2024, all commitments and obligations to time borrow, prepay pursuant to Section 2.10 purchase and reborrow hereunder prior to issue the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount remaining Tranche C Notes shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12terminate.

Commitments. (a) Each Lender severally agreesagrees severally, on the terms and conditions hereinafter set forthcontained in this Agreement, to (a) make Advances extend credit to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Closing Date to the Commitment Termination DateDate by making funded advances to the Borrower (the "Advances") pursuant to Section 2.4 and participating in letters of credit issued for the account of the Borrower (the "Letters of Credit") pursuant to Section 2.9, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Xxxxxx’s Commitment Amount as Lender's name on the signature pages hereof or, if such Lender has entered into one or more Assignments and Acceptances, set forth for such Lender in effect from time the Register maintained by the Agent pursuant to timeSection 9.8(c); provided that provided, however, that, during any calendar month, the sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed the Facility Amount for such Xxxxxx’s Pro Rata Share of month at any time; further provided, however, that, during any calendar month (or applicable portion thereof), the aggregate principal amount of all Advances outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed the Advance Sublimit for such Lender’s Pro Rata Share of all LC Obligationsmonth (or applicable portion thereof) at any time; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; further provided, furtherhowever, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (xi) the principal aggregate Letter of Credit Amount of all Letters of Credit outstanding that were issued at the request of THQI and (ii) the aggregate amount of unreimbursed drawings under all Letters of Credit that were issued at the request of THQI shall not exceed $10,000,000 at any time (said agreement by each Lender, subject to the foregoing provisos, herein called such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.'s "Commitment"

Commitments. Each Lender severally agreesFund hereby commits, on a several (not joint and several) basis and subject to the terms and conditions hereinafter set forthforth herein, to (a) make Advances that, at or prior to the Borrower and Closing, it shall: (bA) participate in Facility LCs issued upon purchase, or shall cause the request purchase of, directly or indirectly through one or more intermediate entities, equity securities of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in Newco with an aggregate amount purchase price not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that the amount set forth opposite its name on Annex A (the “Equity Financing Commitment”), solely for the purpose of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; funding a portion of the Payment Fund, the Option Consideration and the Restricted Stock Unit Consideration and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02paying fees and expenses payable by Newco pursuant to the Merger Agreement; (iii) provided, that the aggregate principal amount of all Advances by such Lender shall the Equity Financing Commitment to be funded under this Agreement will be reduced, on a pro rata basis in proportion to the respective commitments of each Fund, to the extent (and only to the extent) that, at the Closing, Newco does not exceed such Xxxxxx’s Pro Rata Share require the full amount of the aggregate principal amount of all outstanding Advances; Equity Financing Commitment to fund the amounts described in the foregoing clauses (ivi) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligationsand (ii); and (vB) directly or indirectly contribute, assign, transfer and deliver to Newco the Outstanding Credit Extensions shall not at any time exceed number of Shares as set forth opposite such Fund’s name on Annex B (the Aggregate Commitment Amount“Rollover Commitment” and, together with the Equity Financing Commitment, the “Commitment”). Within As consideration for the foregoing limits contribution, assignment, transfer and subject delivery to Newco of Shares pursuant to the other provisions hereofRollover Commitment, Newco shall issue to the Borrower may from time Funds (or their designees) additional equity securities of Newco such that following the Closing, and after giving effect to time borrowthe issuance of Newco equity securities contemplated under this Section 1, prepay each of the Funds owns the percentage interest of the issued and outstanding equity securities of Newco as set forth on Annex C. Each Fund hereby acknowledges and agrees that upon receipt of the Newco equity securities contemplated by the preceding sentence, such Fund shall have no right to any Merger Consideration with respect to the Shares contributed to Newco pursuant to this Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.121.

Commitments. Each Lender severally agreesCommitment ------ ------------ First Union National Bank $ 24,000,000 Fleet National Bank $ 22,000,000 Bank One, Texas, N.A. $ 17,000,000 The Chase Manhattan Bank $ 17,000,000 Creditanstalt AG $ 20,000,000 ------------ Total $100,000,000 March 12, 1998 Concentra Managed Care, Inc. 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxx, Chief Financial Officer Gentlemen: Reference is made to (i) the Amended and Restated Credit Agreement, dated as of February 20, 1998 (the "Credit Agreement"), among Concentra Managed Care, Inc. (the "Borrower"), the banks and other financial institutions named therein (collectively, the "Lenders"), First Union National Bank, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and Fleet National Bank, as Documentation Agent, and (ii) the letter agreement, dated March 9, 1998 (the "Approval Letter"), among the Borrower and the Lenders, relating to the issuance and sale by the Borrower of its 4.5% convertible senior notes due March 15, 2003 (the "Notes"). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement. Pursuant to the Approval Letter, among other things, the Required Lenders have approved the issuance and sale by the Borrower of up to $200,000,000 in aggregate principal amount of the Notes. The Borrower has requested that the Required Lenders (a) approve the issuance of additional Notes in an aggregate principal amount of up to $30,000,000 pursuant to the exercise of the over-allotment option granted to the initial purchasers of the Notes, and (b) waive any Default or Event of Default that would otherwise occur as a consequence thereof, and the Required Lenders have agreed to provide such approval and waiver on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12forth herein.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, to each Lender severally and not jointly: (a) agrees to make Advances advances to the Borrower and consisting of Tranche S Loans (b) participate in Facility LCs issued upon the request of the Borrower“Tranche S Loans”), in each case from time to time during the period from the date hereof to the Commitment Termination Dateon any Payment Business Day, which advances shall be in an aggregate outstanding amount not to exceed at any time the Commitment of such Xxxxxx’s Commitment Amount as Lender; provided, however, that such advances shall not, after giving effect thereto (A) result in effect any failure of the Specified Conditions set forth in clauses (a), (c), or (d) of the definition thereof to be satisfied, (B) cause the Risk Ratio to be equal to or greater than 20% or (C) result in a breach of the Tranche S Draw Condition. (b) agrees to make advances to the Borrower consisting of Tranche L Loans (“Tranche L Loans”), from time to time; provided that (i) no Advance may time on any Payment Business Day, which advances shall be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the an aggregate principal outstanding amount of all Advances by such Lender shall not to exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within of such Lender; provided, however, that such advances shall not, after giving effect thereto (A) result in any failure of the foregoing limits and subject Specified Conditions set forth in clauses (a), (c), or (d) of the definition thereof to be satisfied, (B) cause the Risk Ratio to be equal to or greater than 20% or (C) result in a breach of the Tranche L Draw Condition. (c) may, in its sole discretion, make advances to the other provisions hereofBorrower consisting of Tranche U Loans (“Tranche U Loans” and together with the Tranche S Loans and the Tranche L Loans and any capitalization of interest or Fees pursuant hereto, a “Loan”), from time to time on any Payment Business Day, provided, however, that such advances shall not, after giving effect thereto (A) result in any failure of the Specified Conditions set forth in clauses (a), (c), or (d) of the definition thereof to be satisfied, (B) cause the Risk Ratio to be equal to or greater than 20% or (C) result in a breach of the Tranche U Draw Condition. Subject to the foregoing, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and repay, or reborrow hereunder prior to Loans before the Commitment Termination Maturity Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. Each Within thirty (30) calendar days after receipt of a Discretionary Commitment Request (or such lesser period of time as set forth in such Discretionary Commitment Request, but in no event less than 15 calendar days), each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances each prospective New Lender making a Discretionary Commitment in response to the Discretionary Commitment Request shall notify the Administrative Agent and the Borrower of the maximum amount of its proposed Discretionary Commitment (such notice being a "Discretionary Commitment Notice"), which shall not be less than $1,000,000 and (b) participate shall, if greater, be in Facility LCs issued upon the request of $1,000,000 increments in excess thereof. Thereafter, after consultation with the Borrower, the Administrative Agent shall advise each Lender and New Lender submitting a Discretionary Commitment Notice of such Lender's allocated Discretionary Commitment, which in each case from time to time during the period from aggregate shall not be greater than the maximum amount thereof set forth in such Lender's Discretionary Commitment Notice, and the date hereof to upon which such Discretionary Commitment shall be effective (the "Discretionary Commitment Termination Effective Date"); provided, in an aggregate amount not to exceed such Xxxxxx’s however, that the Discretionary Commitment Amount as in effect from time to time; provided that Effective Date shall (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; on or prior to May 15, 2004, (ii) no Advance may not be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided earlier than the date thereof set forth in Section 3.02; the Discretionary Commitment Request, and (iii) not be less than 15 calendar days after all the aggregate principal amount of amendments referred to in Section 2.16(e) below and all Advances by such Lender Supplemental Credit Documents shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject have been delivered to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12its review.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such Lender’s participation in Facility LCs issued for the account of any Borrower shall not exceed such LenderXxxxxx’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to ComEd shall not any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to PECO shall not at any time exceed the Aggregate Commitment AmountPECO Sublimit; (vi) the Outstanding Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and (vii) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agreesIn connection with the Transactions, each of MSSF, WFIH and RBS is pleased to advise you of its several but not joint commitment to provide (i) in the case of MSSF, 60% of entire aggregate principal amount of the Bridge Facility, (ii) in the case of WFIH, 25% of entire aggregate principal amount of the Bridge Facility and (iii) in the case of RBS, 15% of entire aggregate principal amount of the Bridge Facility, in each case, subject to and on the terms and conditions hereinafter set forthforth herein and in the Bridge Term Sheet and the additional conditions attached as Exhibit B (the “Conditions Term Sheet;” and together with the Bridge Term Sheet, to the “Term Sheets” and together with this agreement and the Fee Letter (aas defined below), the “Commitment Letter”). It is agreed that each of MSSF, WFS and RBSSI shall act as a joint lead arranger and joint book-runner for the Bridge Facility (in such capacity, the “Lead Arrangers”). It is further agreed that MSSF will act as syndication agent for the Bridge Facility and as administrative agent for the Bridge Facility (in such capacity, the “Administrative Agent”). It is further agreed that no additional advisors, agents, co-agents, arrangers or bookmanagers will be appointed and no Lender (as defined below) make Advances will receive compensation with respect to the Borrower Bridge Facility outside the terms contained in this Commitment Letter and the fee letter (bthe “Fee Letter”) executed simultaneously herewith in order to obtain its commitment to participate in Facility LCs issued upon the request of the BorrowerBridge Facility, in each case from time unless you and we so agree. Notwithstanding the foregoing, it is agreed that MSSF will have “left” placement in any and all marketing materials or other documentation used in connection with the Bridge Facility and will have the leading roles and responsibilities conventionally associated with such “left” placement. You agree that the closing date of the Transactions including the concurrent closing of the Bridge Facility and, if applicable, the issuance of the Notes (the “Closing Date”) shall be a date mutually agreed upon between you and us, but in any event shall not occur until all of the terms and conditions in this Commitment Letter have been satisfied. The terms of this commitment are not limited to time during those set forth in this Section 1 of this Commitment Letter. Those matters that are not covered or made clear in this Commitment Letter are subject to mutual agreement of the period from parties. Notwithstanding anything to the date hereof contrary set forth in this Commitment Letter, the commitment and other obligations of the Commitment Parties hereunder are subject solely to the satisfaction of the following conditions in a manner acceptable to the Commitment Termination DateParties: (a) the negotiation, execution and delivery of definitive loan documentation for the Bridge Facility (the “Bridge Documentation” or the “Financing Documentation”), in an aggregate amount each case in form and substance satisfactory to the Commitment Parties and their counsel (but no less favorable than the terms and conditions set forth in the Term Sheets), including without limitation credit agreements, guaranties and other documentation reflecting, among other things, the terms and conditions set forth herein and in the Term Sheets; (b) since December 31, 2013, the absence of any change, effect, event, occurrence, state of facts, or development that has had or would reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect or a Holdings Material Adverse Effect (each as defined below); (c) the Closing Date shall not occur less than 20 calendar-days after both receipt of the Ratings (as defined below) and delivery to exceed such Xxxxxx’s Commitment Amount as in effect from time the Lead Arrangers of the final confidential information memorandum referred to timeherein; provided that and (d) the satisfaction of each of the other conditions set forth (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; under the heading “Conditions Precedent to Funding” on Exhibit A to this Commitment Letter and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate on Exhibit B to this Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Letter.

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the any Borrower and (b) to participate in Facility LCs issued upon the request of the any Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination DateDate for such Borrower, in an aggregate amount not to exceed such Xxxxxx’s Lender's Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender to any Borrower shall not exceed such Xxxxxx’s Lender's Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such Lender’s 's participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s 's Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to ComEd shall not any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to PECO shall not at any time exceed the Aggregate Commitment AmountPECO Sublimit; and (vi) the LC Obligations of all Borrowers collectively shall at any time not exceed $200,000,000. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on (i) Subject to the terms and conditions hereinafter set forthforth herein (including, without limitation, the conditions set forth in Sections 4.01, 4.02, and 4.04), each Lender agrees to (a) make Advances Loans to Borrower on the Initial Funding Date, as requested by Borrower pursuant to Section 2.01(c), in an aggregate principal amount equal to the Initial Funding Commitments. (ii) Subject to the terms and conditions set forth herein (including, without limitation, the conditions set forth in Sections 4.01, 4.03, and 4.04), each Lender agrees to make Loans to Borrower on the Second Funding Date, as requested by Borrower pursuant to Section 2.01(c), in an aggregate principal amount equal to the Second Funding Commitments. (iii) Subject to the terms and conditions set forth herein (bincluding, without limitation, the provisions of Section 2.14 and the conditions set forth in Sections 4.04 and 4.05), each Lender having a Secondary Facility Commitment agrees to make Loans (consisting of Secondary Facility Loans and/or Reserve Replenishment Secondary Facility Loans) participate in Facility LCs issued upon the request of the to Borrower, in each case from time to time during the period from the date hereof Secondary Facility Availability Period, on one or more Secondary Facility Funding Dates as requested by Borrower pursuant to the Commitment Termination DateSection 2.01(c) (but subject to Section 2.14), in an aggregate principal amount not to exceed such XxxxxxLender’s Secondary Facility Commitment; provided, that, no Lender shall be required to make a Secondary Facility Loan under this Section 2.01(a)(iii) if, immediately after giving effect to the making of such Secondary Facility Loan and any contemporaneous Reserve Replenishment in respect thereof, either (A) the Aggregate Secondary Facility Usage Amount would exceed the Aggregate Secondary Facility Commitment Amount as in effect from time to time; provided that Amount, or (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iiiB) the aggregate principal amount of all Advances Secondary Facility Loans made by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not would exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Secondary Facility Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. Each Lender severally agreesIn connection with the foregoing, on the terms and conditions hereinafter set forth, to (a) make Advances Jefferies is pleased to advise you of its several, but not joint, commitment to provide 45% of the Borrower and principal amount of each of the Facilities, (b) participate in Facility LCs issued upon the request BoA is pleased to advise you of its several, but not joint, commitment to provide 45% of the Borrowerprincipal amount of each of the Facilities and (c) CS is pleased to advise you of its several, but not joint, commitment to provide 10% of the principal amount of each of the Facilities, in each case from time to time during case, upon the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits terms and subject to the conditions set forth in this commitment letter (including the Term Sheet and other provisions hereofattachments hereto, this “Commitment Letter”). You shall have the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v)right, at any time there is a Defaulting until 10 business days after the date this Commitment Letter and the Fee Letter referred to below are executed and delivered by you, to obtain commitments from additional banks, financial institutions and other entities (the “Additional Initial Lenders” and, together with the Banks, each an “Initial Lender” and collectively, the Aggregate Commitment Amount “Initial Lenders”) to assume the rights and obligations of the Banks hereunder in respect of up to 5% of the commitments under the Facilities (allocated ratably among the Facilities); provided that the Additional Initial Lenders and the assignment and assumption documentation shall be reasonably acceptable to the Banks. The Banks’ commitments (and any commitment held by any and all lenders to which any Bank assigns a portion of its commitments in accordance with the terms hereof prior to the execution of such documentation other than to Additional Initial Lenders) shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral commitments held by the Administrative Agent for Additional Initial Lenders upon the account execution by such Additional Initial Lenders of such Defaulting Lender pursuant to Section 2.16.12documentation and each such Additional Initial Lender’s several commitment shall be allocated pro rata among the Facilities.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forth, to of this Agreement: (a) make Advances Lender shall lend, or subject to Section 2.1(c), upon a written notice from Lender to the Borrower and (b) participate in Facility LCs issued upon Company on or before the request expiry of the Borrower180th date from Signing Date, Lender may propose to arrange in each case the manner and subject to the Company’s approval as described in Section 2.1(c) below, for a third party or a syndication of third parties to lend, a non-revolving term loan (“Tranche A Facility”) in one or more advances made to the Company from time to time during the period from the date hereof to the Commitment Termination Date, Tranche A Facility Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not that at any time outstanding does not exceed the Aggregate Commitment Amount. Within difference of US$75,000,000 minus 80% of the foregoing limits Lease Savings, if any (the “Tranche A Facility Commitment”), and (b) Lender shall lend, or subject to Section 2.1(c), upon a written notice from Lender to the Company on or before the expiry of the 180th date from Signing Date, Lender may proposed to arrange in the manner and subject to the other provisions hereofCompany’s approval as described in Section 2.1(c) below, for a third party or a syndication of third parties to lend, a non-revolving term loan (“Tranche B Facility”) to the Company from time to time during the Tranche B Facility Availability Period in an aggregate principal amount at any time outstanding that does not exceed the amount of US$50,000,000 (the “Tranche B Commitment”). If, prior to the Tranche B Facility Availability Period, the Borrower Company has drawn all funds available under the Tranche A Facility, the Company may, until the Tranche B Facility Availability Period begins and the preceding sentence takes effect, draw from the Tranche B Facility (as part of the Tranche B Commitment) an amount up to US$25,000,000 minus the exercise price paid, if any, by Lender to the Company to exercise any of the Warrants prior to Commercial Production. (c) If Lender exercises the option to propose a third party lender or syndication of third parties to lend (together, the “Third Party Lender”) as described in Section 2.1(a) and 2.1 (b) it shall promptly provide the Company with all reasonably necessary information for the Company to determine that the Third Party Lender will be an acceptable substitute for Lender. The Company shall promptly assess the suitability of the Third Party Lender based on additional costs to the Company, credit worthiness of the Third Party Lender and the effect on the Company of any required withholdings and related make-wholes or indemnities as a result of substituting the Third Party Lender for some or all of the commitments of Lender. The Company shall promptly make a good faith review of the acceptability of the Third Party Lender and shall not unreasonably withhold its approval of the substitution as proposed by Lender. The Company may use each Commitment during the applicable Availability Period therefor by borrowing in accordance with the terms and conditions hereof. Subject to the terms and conditions of this Agreement, the Facilities may from time to time borrowbe a Tranche A Facility or Tranche B Facility, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held as determined by the Administrative Agent for the account of such Defaulting Company and notified to Lender pursuant to Section 2.16.12in accordance with Sections 2.2 and 2.3.

Commitments. (a) Each Applicable Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request satisfaction of the Borrowerapplicable conditions set forth in Article 4, in each case to make, from time to time during the period from the date hereof Commitment Period, Advances to the Commitment Termination DateBorrower at the Borrower’s request, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances made by such Applicable Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs hereunder on any date shall not exceed such Lender’s Pro Rata Share Available Commitment on such date and (ii) the aggregate amount of all LC Obligations; and (v) the Outstanding Credit Extensions Advances made by each Lender hereunder shall not at any time exceed the Aggregate Commitment Amount. Within amount specified opposite such Lender’s name under the foregoing limits column “Commitment” on Schedule I hereto (or, if such Lender has entered into an Assignment and subject Acceptance, set forth for such Lender with respect to Commitments in the other provisions hereofregister maintained by the Administrative Agent pursuant to Section 8.6(d)), the Borrower as such amount may be reduced from time to time borrowin accordance with Section 2.1(b), prepay (c) or Section 2.2(c), (such Lender’s “Commitment”). The initial aggregate amount of the Lenders’ Commitments is US$688,252,647.73. (b) The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Lenders, to terminate or cancel, in whole or in part, the undrawn portion of the Commitments, provided that each partial reduction shall be in a minimum amount of US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof, whereupon the Commitments of the Applicable Lenders shall be reduced pro rata in accordance with their respective Commitments. (c) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement which results in a reduction of the Rollover Lenders’ Existing Credit Exposures as a result of repayments of Existing Facility Advances pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 2.1 of the foregoing clause (v), at any time there is a Defaulting LenderCommon Agreement, the Aggregate Commitment Amount Commitments of such Lenders shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) reduction. No reduction, termination or cancellation of the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender Commitments pursuant to this Section 2.16.122.1 may be reinstated.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period from the date hereof Closing Date and prior to the Commitment Termination Date, in an aggregate amount not a Revolving Credit Loan or Revolving Credit Loans to exceed such Xxxxxx’s Commitment Amount the Borrowers (on a joint and several basis as in effect from time to time; provided that between the Borrowers), which Revolving Credit Loans: (i) no Advance may shall be made unless all Lenders have consented thereto as more fully provided denominated in Section 3.02; Dollars; (ii) no Advance may shall, at the option of the Borrowers, be made incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as a Eurodollar Advance unless all Lenders have consented thereto as more fully otherwise specifically provided in Section 3.02; subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; provisions hereof; (iv) such Lender’s participation in Facility LCs shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such Lender’s Pro Rata Share of all LC Obligationstime; and and (v) the Outstanding Credit Extensions shall not at be made (and shall not be required to be made) by any time Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder lesser of (A) such Defaulting Lender’s Commitment Amount minus the total Commitments as then in effect and (B) the sum Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (b) (I) Notwithstanding anything to the contrary in subsection 2.1(a) or elsewhere in this Agreement, the Agents, acting jointly, shall have the right to establish Availability Reserves (other than any Designated Hedging Reserves or Cash Management Reserves, which are provided for pursuant to clause (II) below) in such amounts, and with respect to such matters, as the Agents in their Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (xii) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held amounts owing by the Administrative Agent for Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the account extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Agents is capable of ranking senior in priority to or pari passu with one or more of the Liens on the ABL Priority Collateral granted in the Security Documents (such Defaulting Lender pursuant to Section 2.16.12.as

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Xxxxxx agrees to (a) make Advances (the aggregate of all contemporaneous Advances by the Holders, a “Draw”) to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Issuer from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Period in an aggregate principal amount at any one time outstanding up to but not to exceed exceeding the amount of such XxxxxxHolder’s Commitment Amount as in effect from time to timeClass A-2 Commitment; provided that (i) the aggregate principal amount of Advances of the Holders hereunder at any one time outstanding shall in no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; event exceed the Maximum Class A-2 Commitment and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender of any one Holder hereunder at any one time outstanding shall not in no event exceed such Xxxxxx’s Pro Rata Share Class A-2 Commitment. (b) Notwithstanding the foregoing but subject to the foregoing provisos and to Schedule 6.03(f): (i) no Holder that enters into a Liquidity Facility that is subject to Section 6.03(f) (other than a Holder that is maintaining a Holder Subaccount as provided in Section 3.02(d), who shall be so obligated to the extent of funds then on deposit therein) shall be obligated to make any Advance to the Issuer with respect to any Class A-2 Note, except to the extent that such Holder has received funds from its financing arrangements in place with respect to the Class A-2 Notes (including such Liquidity Facility) which may (consistent with such financing arrangements) be used to make such Advance; (ii) any such Holder referred to in clause (i) above, subject to the terms and conditions set forth herein, may, in its sole discretion make Advances to the Issuer from time to time during the Revolving Period in an aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed outstanding up to but not exceeding the Aggregate amount of such Holder’s Class A-2 Commitment Amount(as provided in the definition of such term); and (iii) any such Holder referred to in clause (i) above shall enforce all of its material rights under such Liquidity Facility from time to time to assure that, to the fullest extent possible consistent with such Liquidity Facility, such Holder shall have funds available to make Advances hereunder in a timely manner. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein and in the Indenture, the Borrower Issuer (at the direction of the Servicer) may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12re-borrow Advances.

Commitments. Each Lender severally agrees, on 1.1 Subject to the terms of this Agreement, Shipper dedicates and conditions hereinafter set forth, to (a) make Advances will deliver the Dedicated Production to the Borrower System and (bGatherer will receive, accept, gather, and deliver the Dedicated Production at the Delivery Point(s) participate less applicable Fuel and Loss. In addition, Gatherer will perform the additional services set forth in Facility LCs issued upon the request of Commercial Terms. 1.2 Gas delivered hereunder at the Borrower, in each case Receipt Point(s) shall be at a pressure which is sufficient to enter Gatherer’s System against the prevailing pressures therein from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender and Shipper shall not deliver Gas to Gatherer at a pressure that would exceed such Xxxxxxthe maximum allowable operating pressure of Gatherer’s Pro Rata Share System at the Receipt Point(s). 1.3 Notwithstanding the foregoing, Shipper reserves the right to sell the Dedicated Production to an affiliate (referred to as “Purchaser”) so long as Purchaser is subject to and agrees to comply with and perform all of the aggregate principal amount obligations of Shipper contained in this Agreement. Notwithstanding Purchaser’s assumption of Shipper’s obligations, Shipper will remain responsible and liable for all outstanding Advances; obligations, including Dedicated Area, Production and/or Xxxxx, if applicable, liabilities and other expenses arising (ivdirectly or indirectly) from or related to this Agreement. In the event that Shipper sells its Dedicated Production to a Purchaser, Gatherer will remain obligated to fulfill its obligations under this Agreement. 1.4 In the event that Shipper has already dedicated Gas to a Third Party under a separate agreement which but for such Lenderprior dedication would be considered Dedicated Production, such Gas will not be considered dedicated under this Agreement until the Day following the expiration of the Third Party agreement and connection of such Gas is deemed economically feasible in Gatherer’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amountsole opinion. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder If prior to the Commitment Termination Date; providedtime such Gas becomes Dedicated Production pursuant to this Section 1.4, furtherShipper requests and Gatherer makes investment to service such Gas at the request of Shipper, that for purposes of Gatherer will determine the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount cost of such Defaulting Lender’s outstanding Advances plus facilities and investment and, within sixty (y60) the amount Days of cash collateral held by the Administrative Agent a determination that such Gas is already dedicated to a Third Party, provide Shipper with an invoice for the account such amount. Shipper shall pay such invoice within thirty (30) Days of such Defaulting Lender pursuant to Section 2.16.12receipt.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to make revolving credit loans (a"Loans") make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such Xxxxxx’s Lender's Commitment, provided that no Lender shall make any Loans if the sum of such Lender's Loans and Commitment Amount as Percentage of Letter of Credit Outstandings (in each case, after giving effect to the Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds (i) if the Borrowing Base is in effect on the date such Loan is to be made, the lesser of (x) such Lender's Commitment and (y) such Lender's Commitment Percentage of the Borrowing Base then in effect or (ii) if the Borrowing Base is not in effect on the date such Loan is to be made, such Lender's Commitment. During the Commitment Period, the Borrower may use the Aggregate Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) The Loans may from time to time; provided that time be (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.2, 4.3 or 4.4, provided that no Advance may Loan shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) Loan after the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder day that is one month prior to the Commitment Termination Date; provided. (c) The Borrower and any one or more Lenders (including New Lenders) may, further, that for purposes with the consent of the foregoing clause Administrative Agent (vprovided that such consent shall not be unreasonably withheld or delayed), at any time there is after the Closing Date agree that any existing Lender may increase the amount of its Commitment or any New Lender may obtain a Defaulting Commitment by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying the amount thereof and the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) the Aggregate Commitments in respect of all Lenders (including New Lenders) may not be increased by more than $100,000,000 and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (d) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), elects to become a "Lender" under this Agreement in connection with any transaction described in subsection 2.1(c) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and the other Loan Documents. (e) On any Increased Facility Closing Date, no Eurodollar Loans shall be outstanding (or if any Eurodollar Loans are outstanding, either (i) such Increased Facility Closing Date shall be the last day of the Interest Period of all such outstanding Eurodollar Loans or (ii) all such outstanding Eurodollar Loans shall be deemed to have been prepaid with new Eurodollar Loans having an initial Interest Period commencing on such Increased Facility Closing Date and allocated among all Lenders as contemplated in subsection 4.8(a) and the Borrower shall pay all amounts, if any, due under subsection 4.14). In addition, on any Increased Facility Closing Date, if ABR Loans are outstanding on the relevant Increased Facility Closing Date, the Aggregate Commitment Amount Borrower shall be reduced by borrow additional ABR Loans in an amount that will result in each such Lender participating in the increased facility having ABR Loans outstanding in a principal amount equal to its Commitment Percentage of the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the aggregate outstanding principal amount of such Defaulting Lender’s outstanding Advances plus (y) ABR Loans. Such new Commitment shall be recorded in the amount of cash collateral held by Register and the Administrative Agent for shall furnish to the account Borrower and each Lender a revised Schedule 1.1(a) reflecting such new Commitment and Commitment Percentage of such Defaulting Lender pursuant to Section 2.16.12each Lender.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time for the finance of Mortgaged Properties during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; result in (iva) such Lender’s participation in Facility LCs shall not exceed Credit Exposure exceeding such Lender’s Pro Rata Share Commitment, or (b) the aggregate sum of all LC ObligationsLenders’ Credit Exposures exceeding the lesser of (i) the Total Commitment or (ii) the aggregate Allocated Loan Amount for all of the Mortgaged Properties; provided however, that no Lender shall be obligated to make a Loan in excess of such Lender’s Applicable Percentage of the difference between (1) the lesser of (A) Total Commitment and (vB) the Outstanding unfunded Commitments, and (2) the Credit Extensions shall not at any time exceed the Aggregate Commitment AmountExposure. Within the foregoing limits and subject to the terms and conditions set forth herein, a maximum of two (2) Loans shall be advanced during the Availability Period. The Loan is not a revolving loan; principal amounts paid and prepaid may not be reborrowed. Notwithstanding any other provisions hereofprovision of this Agreement, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 maximum amount advanced by the Lenders hereunder shall not exceed the lesser of (I) fifty five and reborrow hereunder prior one tenth percent (55.1%) of the aggregate “as stabilized” Appraised Value of the Mortgaged Properties or (II) an amount such that the Debt Service Coverage Ratio (based on the as stabilized Net Operating Income set forth in each Appraisal) would not be less than 1.35 (rounded to the Commitment Termination Date; providednearest 1/100th) to 1.0, further, that for purposes of with such limits being tested based on the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent aggregate result for the account of such Defaulting Lender pursuant to Section 2.16.12Mortgaged Properties upon any advance for the Additional Mortgaged Property.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender that is an Existing Lender severally agrees to (a) make Advances continue the Existing Term Loans of such Existing Lender on the Closing Date in an amount equal to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate outstanding principal amount of all Advances such Existing Term Loans on the Closing Date, provided that the amount of Existing Term Loans so continued by such each Lender shall not exceed the Commitment of such XxxxxxLender. (b) Subject to the terms and conditions hereof each Lender severally agrees to make a term loan to the Borrower on the Closing Date in an amount equal to (i) in the case of each Lender that is also an Existing Lender, the amount, if any, by which such Lender’s Pro Rata Share Commitment exceeds the Existing Term Loans of such Lender continued pursuant to Section 2.1(a) and (ii) in the case of each Lender that is not an Existing Lender, the amount of the aggregate Commitment of such Lender. (c) The Borrower shall on the Closing Date pay to the Administrative Agent for the benefit of each Lender which continues an Existing Term Loan pursuant to Section 2.1(a) a fee in an amount equal to 1% of the principal amount so continued. Each Term Loan made pursuant to Section 2.1(b) shall be made with an original issue discount of 1.0% of the principal amount of all outstanding Advances; such Term Loan. (ivd) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower The Term Loans may from time to time borrowbe Eurodollar Loans or ABR Loans, prepay pursuant as determined by the Borrower and notified to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12in accordance with Sections 2.2 and 2.6.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Holder agrees to (a) make Advances (the aggregate of all contemporaneous Advances by the Holders, a “Draw”) to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Issuer from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Period in an aggregate principal amount at any one time outstanding up to but not to exceed exceeding the amount of such XxxxxxHolder’s Commitment Amount as in effect from time to timeClass A-2 Commitment; provided that (i) the aggregate principal amount of Advances of the Holders hereunder at any one time outstanding shall in no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; event exceed the Maximum Class A-2 Commitment and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender of any one Holder hereunder at any one time outstanding shall not in no event exceed such XxxxxxHolder’s Pro Rata Share Class A-2 Commitment. (b) Notwithstanding the foregoing but subject to the foregoing provisos and to Section 6.03(f): (i) no Holder that enters into a Liquidity Facility that is subject to Section 6.03(f) (other than a Holder that is maintaining a Holder Subaccount as provided in Section 3.02(d), who shall be so obligated to the extent of funds then on deposit therein) shall be obligated to make any Advance to the Issuer with respect to any Class A-2 Note, except to the extent that such Holder has received funds from its financing arrangements in place with respect to the Class A-2 Notes (including such Liquidity Facility) which may (consistent with such financing arrangements) be used to make such Advance; (ii) any such Holder referred to in clause (i) above, subject to the terms and conditions set forth herein, may, in its sole discretion make Advances to the Issuer from time to time during the Revolving Period in an aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed outstanding up to but not exceeding the Aggregate amount of such Holder’s Class A-2 Commitment Amount(as provided in the definition of such term); and (iii) any such Holder referred to in clause (i) above shall enforce all of its material rights under such Liquidity Facility from time to time to assure that, to the fullest extent possible consistent with such Liquidity Facility, such Holder shall have funds available to make Advances hereunder in a timely manner. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein and in the Indenture, the Borrower Issuer (at the direction of the Servicer) may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12re-borrow Advances.

Commitments. (a) Each Lender severally agreesagrees severally, on the terms and conditions hereinafter set forthcontained in this Agreement, to (a) make Advances extend credit to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Closing Date to the Commitment Termination DateDate by making funded advances to the Borrower (the "Advances") pursuant to Section 2.4 and participating in letters of credit issued for the account of the Borrower (the "Letters of Credit") pursuant to Section 2.9, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Xxxxxx’s Commitment Amount as Lender's name on the signature pages hereof or, if such Lender has entered into one or more Assignments and Acceptances, set forth for such Lender in effect from time the Register maintained by the Agent pursuant to timeSection 9.8(c); provided that provided, however, that, during any calendar month, the sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed the Facility Amount for such Xxxxxx’s Pro Rata Share month at any time; further provided, however, that, during any calendar month, the sum of (i) the aggregate principal amount of all Advances outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding Advances; that were issued at the request of the Borrower and (iviii) such Lender’s participation in Facility LCs the aggregate amount of unreimbursed drawings under all Letters of Credit that were issued at the request of the Borrower shall not exceed the Domestic Sublimit for such Lender’s Pro Rata Share month at any time; further provided, however, that, during any calendar month (or applicable portion thereof), the aggregate principal amount of all LC ObligationsAdvances outstanding shall not exceed the Advance Sublimit for such month (or applicable portion thereof) at any time; and further provided, however, that the sum of (vi) the Outstanding aggregate Letter of Credit Extensions Amount of all Letters of Credit outstanding that were issued at the request of THQI and (ii) the aggregate amount of unreimbursed drawings under all Letters of Credit that were issued at the request of THQI shall not exceed $5,000,000 at any time exceed (said agreement by each Lender, subject to the Aggregate Commitment Amountforegoing provisos, herein called such Lender's "Commitment"). Within the foregoing limits and subject to the other provisions hereofof each Lender's Commitment, the Borrower may from time to time borrowborrow under Section 2.4, have Letters of Credit issued for the Borrower's account under Section 2.9, prepay pursuant to Advances under Section 2.10 2.7, reborrow under Section 2.4, and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent have additional Letters Credit issued for the Borrower's account under Section 2.9 after the expiration or cancellation of such Defaulting Lender pursuant to Section 2.16.12previously issued Letters of Credit.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in at any one time outstanding which, when added (after giving effect to any application of proceeds of such Loans pursuant to Section 3.02; 2.3) to the sum of (A) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (B) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Commitment and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided that will not result in Section 3.02; (iii) the Total Extensions of Credit plus the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of outstanding Competitive Loans exceeding the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) Total Commitments. During the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, Period the Borrower may use the Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time borrowbe Eurodollar Loans or ABR Loans, prepay pursuant to Section 2.10 as determined by the Borrower and reborrow hereunder prior notified to the Commitment Termination DateAdministrative Agent in accordance with Sections 2.2 and 2.8. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.20. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, further, provided that for purposes the Commitments and Competitive Bids of the foregoing clause Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. (v)b) The Borrower and any one or more Lenders and/or New Lenders may from time to time after the Closing Date agree that such Lender or New Lender or Lenders or New Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and delivering to the Administrative Agent, at any time there is a Defaulting in the case of each New Lender, a New Lender Supplement meeting the Aggregate requirements of Section 2.1(c) or, in the case of each Lender, a Commitment Amount shall be reduced by an amount equal to Increase Supplement meeting the remainder requirements of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of Section 2.1(d); provided that, (x) without the principal consent of the Required Lenders, the aggregate amount of such Defaulting Lender’s outstanding Advances plus incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $900,000,0001,900,000,000, and (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $25,000,000. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph (b) unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in Section 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an authorized officer of the Borrower and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and under Section 5.1(d). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity that is not a Lender which, with the consent of the Borrower and the Administrative Agent unless such New Lender is an Affiliate of a Lender (which consent of the Administrative Agent shall not be unreasonably withheld, delayed or conditioned), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit F-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of cash collateral held such Commitment increase, (ii) the aggregate amount of such Lender’s Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent for Agent, on each date upon which the account Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of such Defaulting Lender all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16.122.16 in connection therewith, and, to the extent it determines to do so, reborrow Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders. (f) The Borrower shall repay all outstanding Loans on the Termination Date, it being understood and agreed that in the event that the Termination Date is extended pursuant to Section 2.1(g), the Borrower shall only be required to repay the outstanding Loans of each non-extending Lender on the then-scheduled Termination Date (determined without giving effect to such requested extension) (unless the Loans and Commitments of such non-extending Lender are purchased by a replacement financial institution pursuant to Section 2.18 or otherwise assigned hereunder to a Lender which agrees to so extend the Termination Date). (g) The Termination Date with respect to the Commitments and the Loans may be extended annually, in the manner set forth in this Section 2.1(g), in each case for a period of one year measured from the latest Termination Date then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall give notice to that effect to the Administrative Agent at any time and from time to time after the first anniversary of the Closing Date and not less than 30 days prior to the Termination Date then in effect (provided that the Borrower may not make more than one such request in any one year). The Administrative Agent shall promptly notify each Lender of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Administrative Agent within 10 days of receipt of such request. Subject to the execution by the Borrower, the Administrative Agent and such Lender of a duly completed Extension Agreement, the Termination Date applicable to the Commitment and the Loans of each Lender so affirmatively notifying the Borrower and the Administrative Agent shall be extended for a period of one year from the latest Termination Date then in effect; provided that (x) no Termination Date of any Lender shall be extended unless Lenders having at least 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, (y) on the date of any such extension of the Termination Date, each of the representations and warranties made by any Loan Party in the Loan Documents or any notice or certificate delivered in connection therewith shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date and (z) no Termination Date of any Lender shall be extended if a Default or Event of Default shall have occurred and be continuing. Any Lender which does not give such notice to the Borrower and the Administrative Agent shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on the then-scheduled Termination Date (determined without giving effect to such requested extension). The Borrower, at its discretion, will have the right at any time pursuant to Section 2.18 to seek a substitute Eligible Assignee for any Lender which does not elect to extend its Commitment. Following any such extension, the L/C Obligations shall continue to be held ratably among the Lenders, but on the Termination Date as applicable to any non-extending Lender, the L/C Obligations of such non-extending Lender shall be ratably reallocated, to the extent of the Available Commitments of the extending Lenders, to the extending Lenders (without regard to whether the conditions set forth in Section 5.2 can then be satisfied) and the Borrower shall cash collateralize the balance of such L/C Obligations in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender (but in no event in an amount greater than the difference, if positive, of outstanding L/C Obligations of non-extending Lenders less the amount of L/C Obligations of non-extending Lenders reallocated to extending Lenders as provided in this section). Notwithstanding anything to the contrary contained in this section, the Borrower may not effectuate an extension of the Termination Date more than twofour times during the term of this Agreement. (h) The provisions of Section 2.1(f) and Section 2.1(g) shall supersede any contrary provisions in Section 2.13, Section 10.1 and Section 10.7 of this Agreement.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally (and not jointly) agrees to (a) make Advances Revolving Loans in dollars to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Borrowers from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed result in (i) such Xxxxxx’s Revolving Loan Exposure exceeding such Lender’s Revolver Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; the Aggregate Revolving Loan Exposure exceeding the lesser of (iiix) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; Commitments and (vy) the Outstanding Credit Extensions shall not at any time exceed Borrowing Base, subject to the Aggregate Commitment AmountAdministrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 3.04 and 3.05. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior Revolving Loans. (b) Anything to the Commitment Termination Datecontrary in this Section 3.01 notwithstanding, Administrative Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, including at the reasonable request of any Bank Product Provider, to establish and increase or decrease Bank Product Reserves, Rent Reserve and other Reserves against the Borrowing Base upon at least three (3) Business Days’ prior written notice to the Parent Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Borrower and acknowledges that the Loan Parties may take any actions permitted under the Loan Documents to attempt to remedy any such event, condition or matter giving rise to any such Reserves; providedit being understood that the Administrative Agent shall make any determination of whether, furtherand to what extent, any such actions have been successful in its Permitted Discretion); provided that no such prior written notice shall be required (1) after the occurrence and during the continuance of a Specified Event of Default and (2) for purposes changes to any Bank Product Reserves, Rent Reserve or other Reserves resulting solely by virtue of mathematical calculations of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s Bank Product Reserve, Rent Reserve or other Reserve in accordance with the methodology of calculation previously disclosed and utilized; provided further no Loans shall be made to the Borrower (unless otherwise agreed by Administrative Agent in its sole discretion) if after giving effect to such Loan the outstanding Advances plus (y) the amount of cash collateral held Loans and outstanding Letters of Credit would exceed the Line Cap less such Reserves during such three (3) Business Days period. The amount of any Bank Product Reserve, Rent Reserve or other Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for the account such reserve and shall not be duplicative of such Defaulting Lender pursuant to Section 2.16.12any other eligibility criteria or reserve established and currently maintained.

Commitments. Each Lender severally agreesIn connection with the foregoing, on the terms and conditions hereinafter set forth, to (a) make Advances BoA is pleased to advise you of its several, but not joint, commitment to provide 30% of the Borrower and principal amount of each of the Facilities, (b) participate in Facility LCs issued upon the request Jefferies is pleased to advise you of its several, but not joint, commitment to provide 30% of the Borrowerprincipal amount of each of the Facilities, (c) Barclays is pleased to advise you of its several, but not joint, commitment to provide 20% of the principal amount of each of the Facilities and (d) CS is pleased to advise you of its several, but not joint, commitment to provide 20% of the principal amount of each of the Facilities, in each case from time to time during case, upon the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits terms and subject to the conditions set forth in this commitment letter (including the Term Sheets and other provisions hereofattachments hereto, this “Commitment Letter”). You shall have the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v)right, at any time there is a Defaulting until 10 business days after the date this Commitment Letter and the Fee Letter referred to below are executed and delivered by you, to obtain commitments from additional banks, financial institutions and other entities (the “Additional Initial Lenders” and, together with the Banks, each an “Initial Lender” and collectively, the Aggregate Commitment Amount “Initial Lenders”) to assume the rights and obligations of the Banks hereunder in respect of up to 5% of the commitments under the Facilities (allocated ratably among the Facilities); provided that the Additional Initial Lenders and the assignment and assumption documentation shall be reasonably acceptable to the Banks. The Banks’ commitments (and any commitment held by any and all lenders to which any Bank assigns a portion of its commitments in accordance with the terms hereof prior to the execution of such documentation other than to Additional Initial Lenders) shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral commitments held by the Administrative Agent for Additional Initial Lenders upon the account execution by such Additional Initial Lenders of such Defaulting Lender pursuant to Section 2.16.12documentation and each such Additional Initial Lender’s several commitment shall be allocated pro rata among the Facilities.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Holder and any Liquidity Provider with respect to (a) such Holder agrees to make Advances (the aggregate of all contemporaneous Advances by the Holders shall constitute a “Borrowing”) to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Issuer from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount at any one time outstanding up to but not to exceed exceeding the amount of such XxxxxxHolder’s Commitment Amount as in effect from time to timeCommitment; provided that (i) the Aggregate Drawn Amount of the Class A-2 Notes shall in no Advance may be made unless all Lenders have consented thereto event exceed the Maximum Class A-2 Commitment and (ii) the Aggregate Drawn Amount of Advances of any one Holder hereunder at any one time outstanding shall in no event exceed such Holder’s Commitment. (b) Notwithstanding the foregoing but subject to the foregoing provisos and to Section 7.03(f): (i) no Holder that enters into a Liquidity Facility that is subject to Section 7.03(f) (other than a Holder that is maintaining a Holder Subaccount as more fully provided in Section 3.02; 4.03(a), who shall be so obligated to the extent of funds then on deposit therein) shall be obligated to make any Advance to the Issuer with respect to any Class A-2 Note, except to the extent that such Holder has received funds from its financing arrangements in place with respect to the Class A-2 Notes (including such Liquidity Facility) which may (consistent with such financing arrangements) be used to make such Advance; (ii) no Advance may be made any such Holder referred to in clause (i) above, subject to the terms and conditions set forth herein, may, in its sole discretion, make Advances to the Issuer from time to time during the Commitment Period in an aggregate principal amount at any time outstanding up to but not exceeding the amount of such Holder’s Commitment (as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02the definition of such term); and (iii) any such Holder referred to in clause (i) above shall enforce all of its material rights under such Liquidity Facility from time to time to assure that, to the aggregate principal amount of all fullest extent possible consistent with such Liquidity Facility, such Holder shall have funds available to make Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation hereunder in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounta timely manner. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein and in the Indenture, the Borrower Issuer (at the direction of the Collateral Manager) may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12re-borrow Advances.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, (i) the Lenders severally agree to make loans (aeach, a “Term Loan”) make Advances to the Borrower and (b) participate in Facility LCs issued upon on the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Closing Date in an aggregate amount for each Lender not to exceed the amount of the Commitment of such Xxxxxx’s Commitment Amount as in effect from time Lender and (ii) the Incremental Lenders severally agree to time; provided that make one or more term loans (ieach an “Incremental Loan”) no Advance may be made unless all Lenders have consented thereto as more fully to the Borrower to the extent provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount2.1(b). Within the foregoing limits and subject to the other provisions hereof, the Borrower The Loans may from time to time borrowbe Eurodollar Loans or Base Rate Loans, prepay as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.8. (b) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Term Loans or Incremental Loans, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Loans, (x) the applicable Incremental Loan Maturity Date, (y) the amortization schedule for such Incremental Loans, which shall comply with Section 2.3, and (z) the Applicable Margin for such Incremental Loans; provided that, (A) after giving pro forma effect to the making of any such Loans, the Borrower shall be in compliance with the covenant contained in Section 6.1, (B) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Loans or the application of the proceeds therefrom, (C) the aggregate amount of borrowings of incremental Term Loans or Incremental Loans pursuant to this Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount 2.1(b) shall be reduced by not exceed an amount equal to the remainder $100,000,000, (D) each borrowing of (Aincremental Term Loans or Incremental Loans pursuant to this Section 2.1(b) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal shall be in a minimum amount of such Defaulting Lender’s outstanding Advances plus at least $25,000,000 and (yE) no more than four Increased Facility Closing Dates may be selected by the amount Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The Incremental Loans shall rank pari passu in right of cash collateral held by payment and of security with the Term Loans and, except with regard to pricing and as set forth above, shall be treated substantially the same as or less favorably than the Term Loans (including with respect to mandatory and voluntary prepayments and voting rights). Commitments in respect of Incremental Loans shall be Commitments under this Agreement. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit K, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the account same extent as if originally a party hereto and shall be bound by and entitled to the benefits of such Defaulting Lender pursuant to Section 2.16.12this Agreement.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement (including, to without limitation, those contained in Section 6), each Bank severally and for itself alone agrees that it will, in accordance with Sections 3 and 4: (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time on any Business Day occurring during the period from commencing on the date hereof to Effective Date until (but not including) the Commitment Termination Date, in an make loans to the Company or any of its Subsidiaries that are Borrowers equal to such Bank's DIP Loan Percentage of the aggregate principal amount not of the DIP Loan Borrowing requested by the Company or such other Borrowers (each such loan made pursuant to exceed such Xxxxxx’s Commitment Amount this Section 2.1(a) being referred to as in effect a "DIP Loan", and collectively as the "DIP Loans"); (b) from time to timetime on any Business Day occurring during the period commencing on or after the Effective Date until (but not including) the Termination Date, issue (in the case of CoreStates), or participate in (in the case of all other Banks) in accordance with such Bank's DIP Loan Percentage, Letters of Credit (which may be either Commercial L/Cs or Standby L/Cs) requested by the Company or any of its Subsidiaries that are Borrowers; provided provided, however, that no Bank (or CoreStates, in the case of Letters of Credit) shall be permitted or required to (c) make any DIP Loan if, after giving effect thereto, the sum of (i) no Advance may be made unless the aggregate outstanding principal amount of all Lenders have consented thereto as more fully provided in Section 3.02; DIP Loans from all Banks, plus (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided the Letter of Credit Liability would exceed the DIP Loan Commitment Amount; or (d) issue, extend or participate in Section 3.02; any Letter of Credit if, after giving effect to such issuance or extension, the Letter of Credit Liability would exceed the lesser of (iiii) $5,000,000 and (ii) the excess, if any, of (A) the DIP Loan Commitment Amount over (B) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountDIP Loans. Within the foregoing limits and subject Subject to the other provisions hereofterms hereof and the Orders, the Borrower Borrowers may from time to time borrow, prepay and reborrow DIP Loans, and request, and repay any obligations under, Letters of Credit, pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12DIP Loan Commitments.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Revolving Lender (severally and not jointly) agrees to make Advances Revolving Loans to the Borrower Closing Date Domestic Borrowers, jointly and (bseverally, and, if any Additional Domestic Borrower(s) participate are designated and not terminated in Facility LCs issued upon accordance with Section 1.09(b) at any time, to such Additional Domestic Borrowers jointly and severally with the request of the BorrowerClosing Date Domestic Borrowers, and, if any Foreign Borrower(s) are designated and not terminated in accordance with Section 1.09(a) at any time, to such Foreign Borrower(s), in each case Agreed Currencies from time to time during the period from Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the date hereof Dollar Amount of such Xxxxxx’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit or (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total Revolving Credit Exposures available to the Foreign Borrower(s) exceeding the Foreign Borrower Sublimit (such Revolving Credit Exposures and related Commitments pursuant to this clause (iv), collectively, the “Foreign Subfacility”) and (b) each Term Lender with an Initial Term A Loan Commitment Termination agrees to make an Initial Term A Loan to the Closing Date Domestic Borrowers in Dollars on the Closing Date, in an aggregate amount not equal to exceed such Xxxxxx’s Term Loan Commitment Amount as in effect from by making immediately available funds available to the Administrative Agent’s designated account, not later than the time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) specified by the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountAdministrative Agent. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. For the Commitment Termination Date; providedavoidance of doubt, further, that for purposes the establishment of any Foreign Subfacility shall not increase the aggregate principal amount of the foregoing clause (v)Revolving Commitments then outstanding, at any time there is a Defaulting Lender, and the Aggregate Commitment Amount aggregate principal amount of Revolving Commitments available for Borrowings by the Domestic Borrowers shall be reduced on a dollar-for-dollar basis by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the aggregate principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Foreign Subfacility.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees (i) to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed result in (x) such Xxxxxx’s Lender's Credit Exposure exceeding such Lender's Commitment Amount as in effect from time to time; provided that or (iy) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the sum of the total Credit Exposures exceeding the total Commitments and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) at the aggregate election of the Borrower, to convert the principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of any Revolving Loans remaining outstanding on the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Revolving Credit Extensions shall not at any time exceed the Aggregate Commitment AmountTermination Date to Term Loans pursuant to Section 2.21. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrow, prepay pursuant an increase in the total Commitments of the Lenders by adding to Section 2.10 and reborrow hereunder prior this Agreement one or more additional Lenders or by allowing one or more Lenders to the Commitment Termination Dateincrease their respective Commitments; provided, furtherhowever, that for purposes (i) no Default or Event of the foregoing clause Default shall have occurred hereunder which is continuing, (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount ii) no such increase shall be reduced by an amount equal to the remainder of cause (A) such Defaulting Lender’s Commitment Amount minus the aggregate Commitments hereunder to exceed $500,000,000, or (B) the sum of the aggregate Commitments hereunder plus the aggregate commitments under the Three-Year Facility to exceed $900,000,000, and (xiii) the principal amount of no Lender's Commitment shall be increased without such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12's consent.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of CapStar and the Borrower herein set forth, each Lender hereby severally agrees, subject to (a) make Advances the limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Closing Date to but excluding the Commitment Termination Datethird Anniversary, in an aggregate amount not to exceed exceeding such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Lender's Pro Rata Share of the aggregate amount of the Commitments to be used for the purposes identified in subsection 2.5A. In addition, each Lender hereby agrees to maintain as Loans, subject to the provisions of subsection 2.4, the Loans of such Lender outstanding on the third Anniversary during the period, if any, from the third Anniversary to the Maturity Date; PROVIDED that, except with respect to Loans made pursuant to subsection 3.3B to reimburse an Issuing Lender, no Lender shall be required to make additional Loans on or after the third Anniversary. The original amount of each Lender's Commitment and such Lender's Pro Rata Share is set forth opposite its name on SCHEDULE 2.1B annexed hereto and the aggregate original amount of the Commitments is $225,000,000; PROVIDED, however, that the Commitments of the Lenders shall be adjusted to give effect to any assignments of the Commitments pursuant to subsection 9.1; PROVIDED FURTHER, HOWEVER, that the amount of the Commitments shall be automatically reduced by the amount of any reductions to the Commitments made pursuant to subsection 2.4B(ii). Each Lender's Commitment shall expire on the Maturity Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than the Maturity Date; PROVIDED, however, that each Lender's Commitment shall expire immediately and without further action on October 31, 1996, if the Closing Date has not occurred on or before that date. Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Commitments shall be subject to the limitation that (i) the Total Utilization (excluding the aggregate principal amount of all outstanding Advances; (ivPool B Indebtedness and after giving effect to any concurrent payment of the Loans made with the proceeds of Loans) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share the lesser of all LC Obligations; the Borrowing Base and the Commitments then in effect and (vii) the Outstanding Credit Extensions Total Utilization (after giving effect to any concurrent payment of the Loans made with the proceeds of Loans) shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Commitments then in effect.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; such Lender's Exposure exceeding such Lender's Commitment or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share sum of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) total Exposures exceeding the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounttotal Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrowan increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, prepay pursuant (ii) no such increase shall cause the aggregate Commitments hereunder to Section 2.10 exceed $2,200,000,000, and reborrow hereunder (iii) no Lender's Commitment shall be increased without such Lender's consent. (c) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not less than fifteen (15) days and not more than sixty (60) days prior to the Commitment Termination Maturity Date, elect to have the entire principal balance of the Loans then outstanding continued as non-revolving term loans (the “Term Loans”) due and payable on the Term Loan Maturity Date; provided, furtherthe Borrower may exercise the Term-Out only once during the term of this Agreement, that for purposes such exercise shall result in the permanent termination of the foregoing clause (v)Commitments, at any time there is a Defaulting Lenderand the Borrower may repay, but not reborrow, the Aggregate Commitment Amount shall be reduced by an amount equal Term Loans. As a condition precedent to the remainder Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Financial Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (A) the representations and warranties contained in Article III and the EPD Guaranty Agreement are true and correct in all material respects on and as of the effective date of the Term-Out, except to the extent that such Defaulting Lender’s Commitment Amount minus representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date and (B) that no Default or Event of Default exists, is continuing, or would result from the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by Term-Out. The Borrower agrees to pay to the Administrative Agent for the account of such Defaulting each Lender a one-time Term-Out fee equal to 1.00% of the outstanding principal of the Term Loans so continued, which shall be due and payable on the effective date of the Term-Out. The Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.16.122.16 incurred by any Lender in connection with the exercise of the Term-Out.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to each Lender agrees (a) (i) to make Advances an Initial Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Initial Term Loan Commitment and (ii) to make a Delayed Draw Term Loan to the Borrower on the Aurora Effective Date in a principal amount not exceeding its Delayed Draw Term Loan Commitment, (b) participate in Facility LCs issued upon to make Revolving Loans to the request of the Borrower, in each case Borrower from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Availability Period in an aggregate principal amount that will not to exceed result in such Xxxxxx’s Commitment Amount as in effect from time to time; Lender's Revolving Exposure exceeding such Lender's Revolving Commitment, provided that (i) no Advance the aggregate amount of Revolving Loans made on the Effective Date may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; not exceed $25,000,000, (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall Revolving Loans outstanding prior to the Aurora Effective Date may not exceed such Xxxxxx’s Pro Rata Share the amount that would result in the aggregate amount of the Lenders' Revolving Exposures being equal to $65,000,000 and (iii) the aggregate amount of Revolving Loans made on the Aurora Effective Date in connection with the Aurora Acquisition may not exceed the sum of (A) subject to Section 2.20, $7,500,000 (net of cash on hand of Aurora and its subsidiaries) (provided that the aggregate principal amount of all outstanding Advancessuch Revolving Loans may be increased, up to $32,500,000 (net of cash on hand of Aurora and its subsidiaries), by the amount by which the aggregate principal amount of Incremental Extensions of Credit incurred on the Aurora Effective Date as contemplated by Section 2.20 is less than $25,000,000) plus (B) an amount (not to exceed $15,000,000) equal to the amount of working capital purchase price adjustments as set forth in the Aurora Acquisition Agreement (it being agreed that any such Revolving Loans are in addition to the Revolving Loans that the Borrower is otherwise permitted to borrow on or prior to the Aurora Effective Date in accordance with the preceding clause (ii)); (iv) such Lender’s participation provided further that any increase in Facility LCs the aggregate principal amount of the Additional Aurora Securities above $200,000,000 shall not exceed such Lender’s Pro Rata Share reduce, on a dollar-for-dollar basis, the amount of all LC Obligations; and (v) Revolving Loans that may be made on the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountAurora Effective Date. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes Revolving Loans. Amounts repaid in respect of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall Term Loans may not be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12reborrowed.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Holder agrees to (a) make Advances (the aggregate of all contemporaneous Advances by the Holders, a “Draw”) to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Issuer from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Period in an aggregate principal amount at any one time outstanding up to but not to exceed exceeding the amount of such XxxxxxHolder’s Commitment Amount as in effect from time to timeClass A-1A VFN Commitment; provided that (i) the aggregate principal amount of Advances of the Holders hereunder at any one time outstanding shall in no Advance event exceed the Maximum Class A-1A VFN Commitment, as such amount may be made unless all Lenders have consented thereto as more fully provided in reduced from time to time pursuant to Section 3.02; 2.05, and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender of any one Holder hereunder at any one time outstanding shall not in no event exceed such XxxxxxHolder’s Pro Rata Share Class A-1A VFN Commitment. (b) Notwithstanding the foregoing but subject to the foregoing provisos and Section 6.03(f): (i) no Holder that enters into a Liquidity Facility that is subject to Section 6.03(f) (other than a Holder that is maintaining a Holder Subaccount as provided in Section 3.02(e), who shall be so obligated to the extent of funds then on deposit therein) shall be obligated to make any Advance to the Issuer with respect to any Class A-1A VFN Note, except to the extent that such Holder has received funds from its financing arrangements in place with respect to the Class A-1A VFN Notes (including such Liquidity Facility) which may (consistent with such financing arrangements) be used to make such Advance; (ii) any such Holder referred to in clause (i) above, subject to the terms and conditions set forth herein, may, in its sole discretion make Advances to the Issuer from time to time during the Revolving Period in an aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed outstanding up to but not exceeding the Aggregate amount of such Holder’s Class A-1A VFN Commitment Amount(as provided in the definition of such term); and (iii) any such Holder referred to in clause (i) above shall enforce all of its material rights under such Liquidity Facility from time to time to assure that, to the fullest extent possible consistent with such Liquidity Facility, such Holder shall have funds available to make Advances hereunder in a timely manner. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein and in the Indenture, the Borrower Issuer (at the direction of the Servicer) may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12re-borrow Advances.

Commitments. Each In connection with the foregoing, (a) Barclays is pleased to advise you of its several, but not joint, commitment to provide 35% of the principal amount of each of the Facilities, (b) RBC is pleased to advise you of its several, but not joint, commitment to provide 30% of the principal amount of each of the Facilities, (c) Jefferies is pleased to advise you of its several, but not joint, commitment to provide 25% of the principal amount of each of the Facilities and (d) Macquarie Lender severally agreesis pleased to advise you of its several, on but not joint, commitment to provide 10% of the principal amount of each of the Facilities, in each case, upon the terms and subject solely to the conditions hereinafter set forthforth in Section 6 of this Commitment Letter, in the paragraph titled “Conditions Precedent to Closing” in the Senior Facility Term Sheet, in the paragraph titled “Conditions Precedent to Initial Borrowing” in the Senior Secured Bridge Facility Term Sheet and in Exhibit D hereto. You shall have the right, at any time until 10 business days after the date this Commitment Letter and the Fee Letter referred to below are executed and delivered by you, to obtain commitments from additional banks, financial institutions and other entities (athe “Additional Initial Lenders” and, together with the Banks, each, an “Initial Lender” and, collectively, the “Initial Lenders”) make Advances to assume the Borrower rights and (b) participate in Facility LCs issued upon the request obligations of the Borrower, Banks hereunder in each case from time respect of up to time during 10% of the period from commitments under the date hereof to Facilities (allocated ratably among the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeFacilities); provided that (ix) the Additional Initial Lenders and the assignment and assumption documentation shall be reasonably acceptable to the Banks and (y) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Additional Initial Lender shall not exceed such Xxxxxxreceive greater compensatory economics than the economics allocated to an Initial Lender hereunder. Each Bank’s Pro Rata Share commitments (and any commitment held by any and all lenders to which any Bank assigns a portion of its commitments in accordance with the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder terms hereof prior to the Commitment Termination Date; provided, further, that for purposes execution of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount such documentation other than to Additional Initial Lenders) shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral commitments held by the Administrative Agent for Additional Initial Lenders upon the account execution by such Additional Initial Lenders of such Defaulting Lender pursuant to Section 2.16.12documentation and each such Additional Initial Lender’s several commitment shall be allocated pro rata among the Facilities.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Bank severally agrees to (a) make Advances Revolving Credit Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Company from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount at any one time outstanding, which, when added to such Bank's Commitment Percentage of the L/C Obligations, does not exceed the amount of such Bank's Commitment. Notwithstanding anything to the contrary contained in this subsection 2.1, at no time shall the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Banks, plus (B) the aggregate outstanding amount of L/C Obligations plus (C) the outstanding aggregate principal amount of all Competitive Bid Loans made by all Banks, exceed such Xxxxxx’s the Aggregate Commitment. During the Commitment Amount as Period the Company may borrow, pay or prepay and reborrow hereunder, all in effect accordance with the terms and conditions set forth in this Agreement. (b) The Revolving Credit Loans may from time to time; time be Eurodollar Revolving Credit Loans and/or Base Rate Loans, as determined by the Company and notified to the Administrative Agent in accordance with subsections 2.2 and 2.10, provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may Loan shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) Revolving Credit Loan after the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject day that is one month prior to the other provisions hereofTermination Date. (i) Notwithstanding anything to the contrary contained in this Agreement, the Borrower Company may request from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount be increased by an amount not less than $25,000,000 or a whole multiple of $10,000,000 in excess thereof, provided that the Company may only request such an increase once in any six-month period and in no event shall the Aggregate Commitment exceed $3,000,000,000. Such increase in the Aggregate Commitment shall be reduced by effected as follows: the Company may (I) request one or more of the Banks to increase the amount of its Commitment (which request shall be in writing and sent to the Administrative Agent to forward to such Bank or Banks) and/or (II) arrange for one or more banks or financial institutions not a party hereto (an "Other Bank") to become parties to and lenders under this Agreement, provided that (w) the Administrative Agent shall have approved such Other Bank, which approval shall not be unreasonably withheld, (x) the minimum Commitment of such Other Bank equals or exceeds $15,000,000 and (y) after giving effect to such increase, no Bank shall have a Commitment hereunder which exceeds an amount equal to 20% of the remainder Aggregate Commitment. In no event may any Bank's Commitment be increased without the prior written consent of such Bank, and the failure of any Bank to respond to the Company's request for an increase shall be deemed a rejection by such Bank of the Company's request. The Aggregate Commitment may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing, or either of the Company's LT Ratings from Moody's or S&P is less than A3 or A-, respectively. Upon any request by the Company to increase the Aggregate Commitment hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Bank shall have any obligation whatsoever to increase the amount of its Commitment, and each Bank may at its option, unconditionally and without cause, decline to increase its Commitment. (Aii) If any Bank is willing, in its sole and absolute discretion, to increase the amount of its Commitment hereunder (such Defaulting Lender’s a Bank hereinafter referred to as an "Increasing Bank"), it shall enter into a written agreement to that effect with the Company and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a "Commitment Amount minus Increase Supplement"), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Bank. Upon the effectiveness of such Increasing Bank's increase in Commitment, Schedule I hereto shall, without further action, be deemed to have been amended as appropriate to reflect the increased Commitment of such Increasing Bank. Any Other Bank which is willing to become a party hereto and a lender hereunder and that has been approved by the Agent (Bwhich approval shall not be unreasonably withheld) shall enter into a written agreement with the sum Company and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an "Additional Bank Agreement"), which agreement shall specify, among other things, its Commitment hereunder. When such Other Bank becomes a Bank hereunder as set forth in the Additional Bank Agreement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Commitment of such Other Bank. Upon the execution by the Administrative Agent, the Company and such Other Bank of such Additional Bank Agreement, such Other Bank shall become and be deemed a party hereto and a "Bank" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Banks set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Bank Agreement. Each Other Bank which executes and delivers an Additional Bank Agreement and becomes a party hereto and a "Bank" hereunder pursuant to such Additional Bank Agreement is hereinafter referred to as an "Additional Bank." (xiii) In no event shall an increase in a Bank's Commitment or the Commitment of an Other Bank pursuant to this subsection 2.1(c) become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Company, addressed to the Banks, with respect to the matters set forth in paragraphs 2 and 3 of Exhibit B-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the Aggregate Commitment resulting from the increase in such Bank's Commitment or the extension of a Commitment by such Other Bank. In no event shall an increase in a Bank's Commitment or the Commitment of an Other Bank which results in the Aggregate Commitment exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors or the Executive Committee of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Concurrently with the execution by an Increasing Bank of a Commitment Increase Supplement or by an Additional Bank of an Additional Bank Agreement, the Company shall make such borrowing from such Increasing Bank or Additional Bank, and/or shall make such prepayment of outstanding Revolving Credit Loans, as shall be required to cause the aggregate outstanding principal amount of Revolving Credit Loans owing to each Bank (including each such Defaulting Lender’s outstanding Advances plus Increasing Bank and Additional Bank) to be proportional to such Bank's share of the Aggregate Commitment after giving effect to any increase thereof. The Company agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense incurred as a result of any such prepayment in accordance with subsection 2.20, as applicable. (yiv) No Other Bank may become an Additional Bank unless the Administrative Agent and the Company consent (which consent of the Administrative Agent shall not be unreasonably withheld) thereto by executing the Additional Bank Agreement signed by such bank or financial institution (or counterparts thereof), but no consent of any of the other Banks hereunder shall be required therefor. In no event shall the Commitment of any Bank be increased by reason of any bank or financial institution becoming an Additional Bank, or otherwise, but the Aggregate Commitment shall be increased by the amount of cash collateral held by each Additional Bank's Commitment. Upon any Bank entering into a Commitment Increase Supplement or any Additional Bank becoming a party hereto, the Administrative Agent for shall notify each other Bank thereof and shall deliver to each Bank a copy of the account of Additional Bank Agreement executed by such Defaulting Lender pursuant to Section 2.16.12Additional Bank and the Commitment Increase Supplement executed by such Increasing Bank.

Commitments. Each Lender Fund hereby commits, severally agreesand not jointly or jointly and severally, on the terms and subject to conditions hereinafter set forthforth herein, at or prior to the Closing, to purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, equity securities of Parent for an aggregate purchase price not to exceed such Fund’s Pro Rata Percentage (as defined below) of $1,748,566,902 (as to each Fund, the “Individual Commitment Cap,” and in the aggregate, the “Commitment Amount”) (such commitment, the “Commitment”), the proceeds of which, together with the net proceeds of the Debt Financing, will be used, as needed, solely to (i) fund amounts required to be paid by Parent pursuant to the last sentence of Section 2.7(d), Section 2.8(e) and Section 2.9(b) of the Merger Agreement and (ii) without duplication, pay related fees, costs and expenses required to be paid by Parent or Merger Sub in connection with the Merger at the Closing pursuant to the Merger Agreement (collectively, clauses (i) and (ii), “Closing Payments”). Notwithstanding anything to the contrary in this Agreement, (a) make Advances this Agreement may not be enforced against any Fund without giving effect to the Borrower its Individual Commitment Cap, and no Fund shall be liable for any amounts hereunder in excess of its Individual Commitment Cap, and (b) participate in Facility LCs issued upon the request each Fund may allocate all or a portion of its Commitment to one or more affiliated investment funds, affiliated separately managed accounts or affiliated investment vehicles and such Fund’s portion of the Borrower, in each case from time Commitment Amount will be reduced by its Pro Rata Percentage of any amounts actually contributed to time during the period from the date hereof Parent by such other Persons (and not returned) at or prior to the Commitment Termination DateClosing, in an aggregate amount so long as such assignment would not reasonably be expected to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) require any additional regulatory filings, of which the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share failure to obtain would prevent, impair or delay the consummation of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) transactions contemplated by the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination DateMerger Agreement; provided, furtherhowever, that for purposes any such assignment shall not relieve such Fund of any of its obligations under this letter (including its obligation to fund its Individual Commitment Cap of the foregoing clause (vCommitment hereunder), except to the extent performed at any time there is a Defaulting LenderClosing by such affiliated investment funds, the Aggregate Commitment Amount affiliated separately managed accounts or affiliated investment vehicles. All payments hereunder shall be reduced by an amount equal to made in lawful money of the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12United States, in immediately available funds.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of outstanding Competitive Loans exceeding the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounttotal Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrowan increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, prepay pursuant (ii) no such increase shall cause (A) the aggregate Commitments hereunder to exceed $350,000,000, or (B) the sum of the aggregate Commitments hereunder plus the aggregate 364-Day Credit Facility Commitments to exceed $500,000,000, and (iii) no Lender's Commitment shall be increased without such Lender's consent. (c) The Borrower may request a one (1) year extension of the Maturity Date by delivering a written request for same to the Administrative Agent within 90 days prior to (but not less than 30 days prior to) each of the first two anniversary dates of the Effective Date. Any such extension shall be granted if (i) consented to by Lenders having Revolving Credit Exposures and unused Commitments representing more than 80% of the sum of the total Revolving Credit Exposures and unused Commitments at such time, (ii) on the Maturity Date as it existed immediately prior to such extension (A) the Commitments of the dissenting Lenders are terminated (which termination shall be effective automatically), (B) all amounts owing to such dissenting Lenders are paid in full (which payments shall not be subject to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v2.11), at any time there is a Defaulting Lender, and (C) the Aggregate Commitment Amount shall be total Commitments have been permanently reduced by an amount equal to such dissenting Lenders' Commitments so terminated, except to the remainder extent that the Commitments of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender dissenting Lenders are replaced pursuant to Section 2.16.122.19(b) and/or one or more Lenders agree(s) to increase their respective Commitment(s), (iii) all conditions precedent for a Borrowing set forth in Section 4.02 have been satisfied, and (iv) the Borrower does not withdraw its request for such extension before the relevant anniversary date of the Effective Date.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, to (a) make Advances each Lender hereby severally agrees, subject to the Borrower and (b) participate in Facility LCs issued upon limitations set forth below with respect to the request maximum amount of Loans permitted to be outstanding from time to time, to lend to the Borrower, in each case Company from time to time during the period from the date hereof Restatement Closing Date to but excluding the Commitment Termination Date, in Maturity Date an aggregate amount not to exceed exceeding such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Lender's Pro Rata Share of the aggregate principal amount of all outstanding Advances; the Commitments to be used for the purposes identified in subsection 2.6A. The original amount of each Lender's Commitment (iv) including such Lender’s participation in Facility LCs shall not exceed 's share of the Existing Loans) and such Lender’s 's Pro Rata Share is set forth opposite its name on Schedule 2.2 annexed hereto and the aggregate original amount of all LC Obligationsthe Commitments (including the Lenders' Commitment to purchase the Existing Loans) is $200,000,000; and (v) provided, however, that the Outstanding Credit Extensions Commitments of the 49 61 Lenders shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may be adjusted from time to time borrow, prepay to give effect to any assignments of the Commitments pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Datesubsection 8.1; provided, provided further, however, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held the Commitments shall be automatically reduced by the Administrative Agent for amount of any reductions to the account of such Defaulting Lender Commitments made pursuant to Section 2.16.12subsection 2.5B. Each Lender's Commitment shall expire on the Maturity Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than the Maturity Date. Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Commitments shall be subject to the limitations that the Total Utilization of the Commitments shall not exceed the least of (i) the Borrowing Base, (ii) the aggregate amount of the Commitments then in effect and (iii) the aggregate amount of title insurance pursuant to Title Policies delivered pursuant to subsections 2.10A(vi) and 3.1F(v) and (xiii).

Commitments. Each Lender severally agrees, on On and subject to the terms and conditions hereinafter set forthof this Agreement, to each of the Banks, severally and for itself alone, agrees as follows: (a) each Bank agrees to make Advances to the Borrower and loans on a revolving basis (b"Revolving Loans") participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to before the Commitment Termination Date, Date in an such Bank's Revolving Loan Percentage of such aggregate amount not to exceed such Xxxxxx’s Commitment Amount amounts as in effect the Company may from time to time; time request from all Banks, provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender which any Bank shall not exceed such Xxxxxx’s Pro Rata Share of be committed to have outstanding hereunder on loan to the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions Company shall not at any one time exceed the Aggregate such Bank's Revolving Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (Bii) the sum of (x) the aggregate outstanding principal amount of such Defaulting Lender’s outstanding Advances all Revolving Loans plus (y) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed the lesser of (A) the aggregate amount of cash collateral held the Revolving Commitments and (B) the amount of the Borrowing Base; (b) on the Effective Date each Bank agrees to make a term loan (a "Term Loan") in such Bank's Term Loan Percentage of such aggregate amounts as the Company may request on such date from all Banks, provided that the aggregate principal amount of all Term Loans which all Banks shall be committed to lend on the Effective Date shall not exceed $25,000,000; and (c) Xxxxxx agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are satisfactory to Xxxxxx (collectively the Administrative Agent "Letters of Credit" and individually each a "Letter of Credit"), at the request of and for the account of the Company from time to time before the Commitment Termination Date and, as more fully set forth in Section 2.6, each Bank agrees to purchase a participation in each such Defaulting Lender pursuant to Section 2.16.12Letter of Credit, provided that (i) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $1,000,000 and (ii) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed the lesser of (A) the aggregate amount of the Revolving Commitments and (B) the amount of the Borrowing Base.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Holder agrees to (a) make Advances (the aggregate of all contemporaneous Advances by the Holders, a "Class A-1AR Draw") to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Issuer from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Period in an aggregate principal amount at any one time outstanding up to but not to exceed exceeding the amount of such Xxxxxx’s Commitment Amount as in effect from time to timeHolder's Class A-1AR Commitment; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender of the Holders hereunder at any one time outstanding shall not in no event exceed such Xxxxxx’s Pro Rata Share of the Maximum Class A-1AR Commitment and (ii) the aggregate principal amount of all Advances of any one Holder hereunder at any one time outstanding Advances; (iv) such Lender’s participation shall in Facility LCs shall not no event exceed such Lender’s Pro Rata Share Holder's Class A-1AR Commitment. (b) Notwithstanding the foregoing, but subject to the foregoing provisos and to Section 6.03(f): (i) no Holder that enters into a Liquidity Facility with one or more Committed Liquidity Providers that is subject to Section 6.03(f) (other than a Holder that is maintaining a Holder Subaccount as provided in Section 3.02(d), and has delivered an Election Notice identifying the Committed Liquidity Provider, who shall be so obligated to the extent of funds then on deposit therein) shall be obligated to make any Advance to the Issuer with respect to any Class A-1AR Note, except to the extent that such Holder has received funds from its financing arrangements in place with respect to the Class A-1AR Notes (including such Liquidity Facility with one or more Committed Liquidity Providers) which may (consistent with such financing arrangements) be used to make such Advance; and (ii) any such Holder referred to in clause (i) above shall enforce all LC Obligations; and (v) of its material rights under such Liquidity Facility from time to time to ensure that, to the Outstanding Credit Extensions fullest extent possible consistent with such Liquidity Facility, such Holder shall not at any time exceed the Aggregate Commitment Amounthave funds available to make Advances hereunder in a timely manner. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein and in the Indenture, the Borrower Issuer (at the direction of the Collateral Manager) may from time to time borrow, prepay pursuant to Section 2.10 repay and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12re-borrow Advances.

Commitments. Each Within thirty (30) calendar days after receipt of a Discretionary Commitment Request (or such lesser period of time as set forth in such Discretionary Commitment Request, but in no event less than 15 calendar days), each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances each prospective New Lender making a Discretionary Commitment in response to the Discretionary Commitment Request shall notify the Agent and the Borrower of the maximum amount of its proposed Discretionary Commitment (such notice being a "Discretionary Commitment Notice"), which shall not be less than $1,000,000 and (b) participate shall, if greater, be in Facility LCs issued upon the request of $1,000,000 increments in excess thereof. Thereafter, after consultation with the Borrower, the Agent shall advise each Lender and New Lender submitting a Discretionary Commitment Notice of such Lender's allocated Discretionary Commitment, which in each case from time to time during the period from aggregate shall not be greater than the maximum amount thereof set forth in such Lender's Discretionary Commitment Notice, and the date hereof to upon which such Discretionary Commitment shall be effective (the "Discretionary Commitment Termination Effective Date"); provided, in an aggregate amount not to exceed such Xxxxxx’s however, that the Discretionary Commitment Amount as in effect from time to time; provided that Effective Date shall (i) no Advance may not be made unless all Lenders have consented thereto as more fully provided earlier than the date thereof set forth in Section 3.02; the Discretionary Commitment Request, and (ii) no Advance may not be made as a Eurodollar Advance unless less than 15 calendar days after all Lenders have consented thereto as more fully provided the amendments referred to in Section 3.02; (iii2.9(e) the aggregate principal amount of below and all Advances by such Lender Supplemental Credit Documents shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject have been delivered to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12its review.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, (i) each Lender agrees to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Revolving Loans from time to time during the period from the date hereof Availability Period to the Commitment Termination Date, US Borrowers in an aggregate amount not dollars and (ii) each Lender agrees to exceed such Xxxxxx’s Commitment Amount as in effect make Canadian Revolving Loans from time to time; provided that time during the Availability Period to the Canadian Borrower in dollars, if, in each case after giving effect thereto: (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (ivA) such Lender’s participation in Facility LCs shall Revolving Exposure would not exceed such Lender’s Pro Rata Share of all LC Obligations; and Revolving Commitment; (vB) the Outstanding Credit Extensions shall Aggregate Revolving Exposure would not at any time exceed the Aggregate Commitment AmountRevolving Commitments; (C) the total Canadian Revolving Exposures would not exceed the Canadian Sublimit; (D) Canadian Availability shall not be less than zero; (E) US Availability shall not be less than zero; and (F) Aggregate Availability shall not be less than zero; subject, (1) in the case of each of clauses (D), (E) and (F) above, to each Administrative Agent’s authority, in its respective sole discretion, to make Protective Advances pursuant to the terms of Section 2.04 and (2) in the case of each of clauses (E) and (F) above, to Temporary Overadvance Loans made in accordance with Section 2.01(b). The limitations described in the foregoing clauses (A) through (F) above, as modified by clauses (1) and (2) above, are collectively, the “Revolving Exposure Limitations”. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior Revolving Loans. (b) Notwithstanding any provision to the Commitment Termination Date; providedcontrary set forth in this Agreement, furtherduring the Temporary Overadvance Period, that for purposes the US Borrowers may borrow, and each Lender agrees to make, Revolving Loans in excess of the foregoing clause US Borrowing Base (vsuch Revolving Loans, “Temporary Overadvance Loans”), ; provided that (i) the Aggregate Revolving Exposure (including all Temporary Overadvance Loans) shall not at any time there is a Defaulting Lenderexceed the Aggregate Revolving Commitments, (ii) during the Temporary Overadvance Period, the Aggregate Commitment Amount aggregate outstanding amount of Temporary Overadvance Loans shall be reduced by not exceed $20,000,000 at any time, and (iii) at all times following the expiration of the Temporary Overadvance Period, no Temporary Overadvance Loans shall remain outstanding. (c) Subject to the terms and conditions set forth herein, each Lender agrees to make a Twenty-Six Month Term Loan to the US Borrowers in dollars, on the Effective Date, in an amount equal to the remainder of (A) such Defaulting Lender’s Twenty-Six Month Term Loan Commitment Amount minus by making immediately available funds available to the US Administrative Agent’s designated account, not later than 11:00 a.m., Local Time. Amounts repaid in respect of Twenty-Six Month Term Loans may not be reborrowed. (Bd) Subject to the sum of (x) terms and conditions set forth herein, each Lender agrees to make an Eighteen Month Term Loan to the principal US Borrowers in dollars, on the Effective Date, in an amount of equal to such Defaulting Lender’s outstanding Advances plus (y) Eighteen Month Term Loan Commitment by making immediately available funds available to the amount US Administrative Agent’s designated account, not later than 11:00 a.m., Local Time. Amounts repaid in respect of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Eighteen Month Term Loans may not be reborrowed.

Commitments. Each Lender severally (a) The Sponsor hereby commits and agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in this Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits 1 and subject to the other provisions hereofconditions set forth herein, to purchase, or to cause the Borrower may from time purchase of, equity interests of Parent and to time borrowpay, prepay pursuant or cause to Section 2.10 and reborrow hereunder be paid, to Parent in immediately available funds, at or prior to the Effective Time, an aggregate cash purchase price of US$316,390,606 (the “Equity Commitment”), which Parent shall use for the sole purpose of (i) funding its pro rata portion of the Aggregate Merger Consideration and any other amounts required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement and (ii) paying all other fees, costs and expenses incurred by Parent or required to be paid by Parent pursuant to and in accordance with the Merger Agreement; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than its Equity Commitment Termination Dateto Parent (the “Equity Commitment Cap”). (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any affiliated investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsor or any Affiliate thereof. The Equity Commitment under this letter agreement may be reduced in a manner determined in accordance with that certain interim investors agreement, dated as of the date hereof, entered into by and among an entity affiliated with the Sponsor, an entity affiliated with the Other Sponsor, the Founders, the Additional Rollover Shareholders (as defined therein), Parent and Merger Sub (the “Interim Investors Agreement”) in the event that Parent does not require all of the equity financing with respect to which the Sponsor has made the Equity Commitment in order for Parent to consummate the transactions contemplated by the Merger Agreement in accordance therewith; provided that in no event may the Equity Commitment be reduced in a manner that would adversely affect the consummation of the transactions contemplated by the Merger Agreement; provided, further, that for purposes in no event shall the Equity Commitment be reduced to a level that is insufficient to fully fund the payment obligations set forth under sub-clauses (i) and (ii) of Section 1(a) hereof. Except pursuant to and in accordance with this Section 1(b), the Equity Commitment under this letter agreement may not be reduced without the prior written consent of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Special Committee.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Term Lender with an Initial Term Loan Commitment shall make Advances an Initial Term Loan to the Borrower and on the Closing Date in a principal amount not exceeding its Initial Term Loan Commitment. (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Subject to the terms and conditions set forth in Section 4.02, each Term Lender with a Delayed Draw Term Loan Commitment Termination Date, shall make a Delayed Draw Term Loan to the Borrower on each Delayed Draw Closing Date in an aggregate the principal amount not to exceed requested by the Borrower on such Xxxxxx’s Commitment Amount as in effect from time to timedate; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02the amount of the Delayed Draw Term Loans requested by the Borrower at such time shall not exceed the aggregate amount of unfunded Delayed Draw Term Loan Commitments at such time; (ii) no Advance may the terms of each Delayed Draw Term Loan shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02identical to the terms applicable to the Initial Term Loans; and (iii) the aggregate principal amount of all Advances Delayed Draw Term Loans made by such any Term Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal its Delayed Draw Term Loan Commitment. The Delayed Draw Term Loans may be drawn in up to three (3) separate drawings, in each case in a minimum amount of all outstanding Advances; $25,000,000 and on any Delayed Draw Closing Date on or before the Delayed Draw Term Loan Commitment Expiration Date. (ivc) such Lender’s participation Amounts repaid or prepaid in Facility LCs shall respect of Term Loans may not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12reborrowed.

Commitments. Each Lender severally agrees, on On the terms and conditions hereinafter set forth, to (a) make Advances subject to the Borrower and (b) participate conditions set forth in Facility LCs issued upon the request of the Borrowerthis Agreement, in each case from time to time during the period from the date hereof prior to the Commitment Termination Date, Borrower may request Advances from the Lenders in an aggregate accordance with Section 2.2. Upon receipt of each Borrowing Request: (a) Each of the Conduit Lenders may, in its sole discretion, make a Loan to Borrower in a principal amount not equal to exceed such Xxxxxx’s Commitment Amount Conduit Lender's Group Percentage of the principal amount of the requested Advance (such Conduit Lender's and its Group's "FUNDING AMOUNT"); and (b) In the event that any Conduit Lender declines to make its Loan to Borrower as part of any requested Advance, each of such Conduit Lender's related Committed Lenders severally agrees to make a Loan to Borrower in effect from time a principal amount equal to timeits Percentage of the applicable Conduit Lender's Funding Amount; provided PROVIDED, HOWEVER, that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender from time to time outstanding hereunder shall not exceed such Xxxxxx’s Pro Rata Share the lesser of (x) the Facility Limit and (y) the Borrowing Base, and PROVIDED, FURTHER, that the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may Loans from time to time borrow, prepay pursuant to Section 2.10 and reborrow outstanding from any Group hereunder prior to the Commitment Termination Date; provided, further, that for purposes shall not exceed its Group Percentage of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum lesser of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus Facility Limit and (y) the amount Borrowing Base. Within the limits of cash collateral held by each Committed Lender's Commitment and the Administrative Agent for the account of such Defaulting Lender pursuant Facility Limit, Borrower may borrow and (subject to Section 2.16.124.1(a)) prepay and reborrow under this Section 2.1.

Commitments. Each Lender severally agrees(a) Subject to the terms and conditions set forth herein, prior to the Closing, each of Buyer and Buyer Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and obtain the equity financing on the terms and conditions hereinafter set forthforth in the applicable Commitment Letters, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that including using its reasonable best efforts to: (i) no Advance maintain in full force and effect the Commitment Letters; provided, that Buyer and Buyer Parent may be made unless all Lenders have consented thereto as more fully provided replace, substitute, amend or terminate the Commitment Letters in accordance with this Section 3.028.17; (ii) no Advance may be made as a Eurodollar Advance unless satisfy all Lenders have consented thereto as more fully provided conditions applicable to Buyer or Buyer Parent in Section 3.02the Commitment Letters; (iii) comply on a timely basis with its obligations under the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesCommitment Letters; (iv) such Lender’s participation cause the financings contemplated by the Commitment Letters to be consummated at or prior to the date that the Closing is required to occur in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligationsaccordance with Section 3.01; and (v) enforce its rights under the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountLetters. Within the foregoing limits and subject Prior to the other provisions hereofClosing, the Borrower may from time to time borrowBuyer or Buyer Parent shall give Seller prompt notice of any default, prepay pursuant to Section 2.10 and reborrow hereunder prior breach or repudiation by any party to the Commitment Termination DateLetters (b) Except as expressly permitted by this paragraph (b), Buyer and Buyer Parent shall not amend, modify, supplement, restate, terminate, substitute, waive a provision under or replace (collectively, “Change”) any Commitment Letter. Subject to Section 8.17(f), with the prior consent of Seller (not to be unreasonably withheld, conditioned or delayed), Buyer and Buyer Parent shall have the right to (i) make immaterial Changes to the form of Commitment Letter for any new Investor that will be executed after the date hereof or (ii) reduce the amount of any Commitment Letter to be funded at the Closing and simultaneously increase the amount of any other Commitment Letter or enter into one or more new Commitment Letters in substantially the same form as the existing Commitment Letters (with the aggregate amount of such increase or new commitments equal to or greater than the amount of such reduction); provided, furtherthat (A) no such Change (x) shall result in a breach by Buyer or Buyer Parent of Section 8.17(d) or (y) would be reasonably expected to make less likely the satisfaction of any condition set forth in Article XI or delay the satisfaction of any such condition such that the Closing would be delayed and (B) unless Buyer has received the prior consent of Seller (which may be withheld by Seller in its sole discretion), Buyer and Buyer Parent shall not make any such Change after the earlier of twenty-five (25) days from the date hereof and the date on which Buyer files its “Form A” with the Connecticut Insurance Department, if such Change relates to an Investor that would either before or after such Change be contemplated to own individually 10% or more of the voting securities of Buyer or Buyer Parent at the Closing or would otherwise be an “acquiring party” under the insurance Laws of the State of Connecticut (a “Form A Applicant”) and such Change would affect the information included in Buyer’s “Form A” filing. Without limiting the foregoing, it shall be deemed to be reasonable for Seller to withhold consent pursuant to the immediately preceding sentence to a Change of any Commitment Letter if (1) such Change involves a full or partial release of an Investor or a decrease in its commitment (unless such decrease is expressly conditioned on the actual funding of a replacement commitment in an amount equal to or greater than such decrease) under its then existing Commitment Letter in connection with a substitute, replacement or increased Commitment Letter from one or more other existing or new Investor(s) and any such Investor providing such substitute, replacement or increased Commitment Letter, after giving effect to such substitution, replacement or increase, would be less creditworthy in the good faith judgment of Seller than the Investor(s) being substituted or replaced or whose commitment is decreased, (2) any such proposed replacement or substitute Investor is a Prohibited Person or (3) such Change could reasonably be expected to make less likely the satisfaction of any condition set forth in Article XI or delay the satisfaction of any such condition such that the Closing would be delayed. Notwithstanding the foregoing, (I) Seller acknowledges and agrees that it may not withhold its consent based on clause (3) of the preceding sentence in connection with a replacement or any other Change, in each case at any time, with respect to an Investor which would not be contemplated to be a Form A Applicant and (II) Seller’s consent to a Change contemplated by the second sentence of this Section 8.17(b) is hereby deemed to have been given with respect to an addition or substitution (and a related full or partial release or decrease in the commitment of one or more then-existing Investor(s) in an aggregate amount less than or equal to the amount of such addition or substitution) if such addition or substitution is fully completed and appropriately documented, before the earlier of the date which is twenty-five (25) days after the date hereof and the date on which Buyer files its “Form A” with the Connecticut Insurance Department, of one or more of the potential Investors as agreed to in writing by Buyer and Seller for up to the ownership percentages of the voting securities of Buyer Parent and Buyer Parent GP set forth for each such potential Investor in such writing. If any additional, replacement or substitute Commitment Letter is obtained, Buyer shall promptly provide Seller with a true and correct copy of such Commitment Letter and any reference in this Agreement to (aa) “Commitment Letter” shall include such additional, substitute or replacement Commitment Letter and (bb) “Investors” shall include the Investors party to such additional, substitute or replacement Commitment Letters. If a Commitment Letter from an Investor is terminated or released in accordance with this Section 8.17, Seller agrees that the Limited Guaranty provided by such Investor (or its Affiliate) shall be deemed to be cancelled and of no further force or effect; provided, that one or more limited guarantees in substantially the same form as the Limited Guaranty being terminated or released have been executed and delivered by the Investor(s) providing the replacement Commitment Letters (or their Affiliates which are no less creditworthy in the good faith judgment of Seller than the Investor (or its Affiliate) that provided the Limited Guaranty being terminated or released) and the aggregate amount of the Caps (as defined in the Limited Guaranty being terminated or released) on the Guaranteed Obligations (as defined in the Limited Guaranty being terminated or released) in such replacement limited guarantees equals or exceeds the amount of the related Caps on the Guaranteed Obligations in the Limited Guaranty being terminated or released. If the amount of a Commitment Letter from an Investor is reduced in accordance with this Section 8.17 and provided that one or more limited guarantees in substantially the same form as the Limited Guaranty being reduced pursuant to this sentence have been executed and delivered by the Investor(s) providing the replacement Commitment Letters (or their Affiliates which are no less creditworthy in the good faith judgment of Seller than the Investor (or its Affiliate) that provided the Limited Guaranty being reduced) (the “Additional Limited Guarantees”), Seller agrees that the Caps on such Investor’s Guaranteed Obligations in the Limited Guaranty provided by such Investor (or its Affiliate) shall be deemed to be reduced in accordance with the terms thereof by the aggregate amount of the related Caps on the Guaranteed Obligations set forth in the applicable Additional Limited Guarantees. (c) Buyer shall provide Seller with prompt written notice of the receipt of any notice or other communication from any Investor with respect to such Investor’s failure or anticipated failure to fund its commitments under any Commitment Letter or definitive agreement in connection therewith. Buyer shall keep Seller reasonably informed on a current basis of the status of its efforts to consummate the financing contemplated by the Commitment Letters. (d) Notwithstanding anything contained in this Agreement to the contrary, each of Buyer, Buyer Parent and Buyer Parent GP expressly acknowledges and agrees that its obligations under this Agreement are not conditioned in any manner upon Buyer, Buyer Parent or Buyer Parent GP obtaining any debt or equity financing. Furthermore, Buyer and Buyer Parent shall at all times maintain Commitments sufficient in the aggregate to fund all of the amounts required to be provided by Buyer on the Closing Date for the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, including the payment of the amount payable at the Closing under Section 3.02 (assuming that the Pre-Closing Dividend Amount is equal to the Minimum Pre-Closing Dividend Amount) and the payment of all costs and expenses accrued by Buyer or Buyer Parent through the Closing Date in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including all liabilities or obligations incurred under Section 7.03(d), Section 7.14 and Section 8.17(e). (e) Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Buyer or its Affiliates or any assistance or activities provided in connection therewith or otherwise under this Section 8.17. (f) Notwithstanding anything contained in this Agreement to the contrary, if Buyer or Buyer Parent, between the date hereof and the Closing (i) increases the aggregate amount of Commitments to be funded at the Closing pursuant to the Commitment Letters (excluding a temporary increase that is or will be fully offset by a subsequent reduction in the aggregate amount of Commitments) or (ii) enters into any new equity financing commitment letters, in each case, in accordance with Section 8.17(b) (other than in connection with, or for purposes of the foregoing clause (vof, substituting or replacing any Commitments in whole or in part), at any time there is a Defaulting Lender, then the Aggregate Commitment Rollover Amount shall automatically be reduced by an amount equal to such new or increased equity financing commitments; provided, that in no event shall the remainder of (A) such Defaulting Lender’s Commitment Rollover Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12be reduced below $100,000,000.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period from the date hereof Third Amendment Effective Date and prior to the Commitment Termination Date, in an aggregate amount not a Revolving Credit Loan or Revolving Credit Loans to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that any Borrower, which Revolving Credit Loans: (i) no Advance may shall be made unless all Lenders have consented thereto as more fully provided denominated in Section 3.02; Dollars; (ii) no Advance may shall, at the option of the applicable Borrower, be made incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that except as a Eurodollar Advance unless all Lenders have consented thereto as more fully otherwise specifically provided in Section 3.02; Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; provisions hereof; (iv) such Lender’s participation in Facility LCs shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such Lender’s Pro Rata Share of all LC Obligationstime; and and (v) the Outstanding Credit Extensions shall not at be made (and shall not be required to be made) by any time Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the Aggregate Commitment Amount. Within lesser of (A) the foregoing limits total Commitments as then in effect and subject (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (b) Notwithstanding anything to the other provisions hereofcontrary in Subsection 2.1(a) or elsewhere in this Agreement, the Security Agents shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Security Agents in their Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) (i) the imposition of any Designated Hedging Reserve or Cash Management Reserve shall be immediately effective upon the Parent Borrower may from time to time borrow, prepay pursuant to Section 2.10 notifying the Security Agents in writing of the imposition of any such Designated Hedging Reserve or Cash Management Reserve in accordance with Subsection 11.22 and reborrow hereunder prior (ii) any adjustment in any Designated Hedging Reserve or Cash Management Reserve contemplated by the respective definitions thereof shall be immediately effective upon the notification to the Commitment Termination DateSecurity Agents; and provided, further, that for purposes the Security Agents may only establish an Availability Reserve after the Third Amendment Effective Date based on an event, condition or other circumstance arising after the Third Amendment Effective Date or based on facts not known to the Security Agents as of the foregoing clause Third Amendment Effective Date. The amount of any Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Security Agents shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Security Agents in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Security Agents to establish such Availability Reserve, unless the Security Agents shall have determined in their Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (v), at any time unless there is a Defaulting Lenderreasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Aggregate Commitment Amount Availability Reserve established pursuant to such event, condition or other matter, shall be reduced discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate (i) eligibility criteria contained in the definition of “Eligible Accounts” or “Eligible Inventory” and vice versa, (ii) reserves or criteria deducted in computing the value of Eligible Inventory (based on cost and quantity) and vice versa, or (iii) collection rate or collection percentages contained in the definition of “AMR Accounts Historical Collection Analysis,” “EmCare Projected Collection Analysis,” “EmCare Projected Collection Rate for 0-180 Days,” “EmCare Projected Collection Rate for 180-360 Days,” “AMR Self-Pay Accounts Collection Rate” and vice versa (it being understood that, notwithstanding this Subclause 2.1(b) (iii), the Security Agents shall not be restricted in their ability to establish a reserve in their Permitted Discretion related to collection rates or collection percentages used in determining eligibility). (c) In the event the Borrowers are unable to comply with (i) the borrowing base limitations set forth in Subsection 2.1(a) or (ii) the conditions precedent to the making of Revolving Credit Loans or the issuance of Letters of Credit set forth in Section 6, the Lenders authorize the Administrative Agent (at the direction of the Security Agents), for the account of the Lenders, to make Revolving Credit Loans to the Borrowers, which may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower are again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Credit Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance (A) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 5.0% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (B) when added to the Aggregate Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the total Commitments at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by an the Administrative Agent in the discretion of the Security Agents to the extent the Security Agents deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. (d) Each Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender made on or prior to the Third Amendment Effective Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 to the Original Credit Agreement (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Credit Note”), with appropriate insertions as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans made by such Defaulting Lender’s outstanding Advances plus Revolving Credit Lender to such Borrower. Each Revolving Credit Note shall (yi) be dated the amount of cash collateral held by Third Amendment Effective Date, (ii) be stated to mature on the Administrative Agent Termination Date and (iii) provide for the account payment of such Defaulting Lender pursuant to Section 2.16.12interest in accordance with Subsection 4.1.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to make revolving credit loans (a"Loans") make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from Commitment Period in an ggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the date hereof to L/C Obligations, does not exceed the amount of such Lender's Commitment. During the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofPeriod, the Borrower may use the Commitments by borrowing, repaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans may from time to time borrowbe Eurodollar Loans or ABR Loans, prepay pursuant to Section 2.10 as determined by the Borrower and reborrow hereunder prior notified to the Administrative Agent in accordance with Sections 2.2 and 2.3. (b) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment Termination Date; providedor increase the amount of its existing Commitment, furtheras applicable, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced in each case by an amount equal executing and delivering to the remainder of Administrative Agent an Increased Facility Activation Notice specifying (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (yi) the amount of cash collateral such increase and (ii) the Increased Facility Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1(b) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of Exhibit F, whereupon such bank, inancial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of Eurodollar Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent for Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a Eurodollar Loan (with an interest period to be selected by the account of Borrower), and upon such Defaulting Lender conversion the Borrower shall pay any amounts owing pursuant to Section 2.16.122.12, if any, (ii) any new borrowings of Loans on such date shall also be part of such single Loan and (iii) all Lenders (including the New Lenders) shall hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made in such a manner so as to achieve the foregoing.

Commitments. Each Lender severally agreesClass A Commitments: The Class A Aggregate Commitment Atlas Securitized Products Funding 1, on the terms and conditions hereinafter set forth, to L.P. $ [***] First-Citizens Bank & Trust Company (a) make Advances successor by purchase to the Borrower and Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A. (bas successor to Silicon Valley Bank)) participate in Facility LCs issued upon $ [***] East West Bank $ [***] ING Capital LLC $ [***][***] Total: $ [***] [***] Class B Commitments: The Class B-I Aggregate Commitment LibreMax OpportunisticE Value Master Fund, LPLtd. $ [***] [***] Total: $ [***] LibreMax Opportunistic Value Master Fund, LP $ [***] [***] Total: $ [***][***] EXHIBIT F FORM OF ASSIGNMENT AGREEMENT This Assignment Agreement (the request “Assignment Agreement”) is dated as of the BorrowerEffective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in each case from time Annex 1 attached hereto are hereby agreed to time during and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full. For an agreed consideration, the period Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the date hereof Assignor, subject to and in accordance with the Commitment Termination DateStandard Terms and Conditions and the Credit Agreement, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held Effective Date inserted by the Administrative Agent for as contemplated below (i) all of the account Assignor’s rights and obligations in its capacity as a [Class A][Class B] Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such Defaulting Lender outstanding rights and obligations of the Assignor under the respective facilities identified below, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a [Class A][Class B] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to Section 2.16.12clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Revolving Lender agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such Xxxxxx’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; such Revolving Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment, or (ii) no Advance may be made as a Eurodollar Advance unless all the aggregate Revolving Credit Exposure of the Revolving Lenders have consented thereto as more fully provided in Section 3.02; exceeding (iiii) the aggregate principal amount Maximum Loan Available Amount less (b) the outstanding balance of all Advances by such of the Term Loans; provided however, that no Revolving Lender shall not exceed such Xxxxxx’s Pro Rata Share be obligated to make a Revolving Loan in excess of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share Revolving Loan Applicable Percentage of the difference between (A) the Maximum Loan Available Amount less the outstanding balance of all LC Obligations; of the Term Loans and (vB) the Outstanding Revolving Credit Extensions shall not at any time exceed the Aggregate Commitment AmountExposure. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) Subject to all of the terms and conditions hereof, each 2023 Term Lender hereby agrees to make a 2023 Term Loan to the Borrower from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by as set forth herein in an amount equal to the remainder of (A) such Defaulting 2023 Term Lender’s Commitment Amount minus 2023 Term Commitment. The 2023 Term Loan may not be reborrowed under any circumstances, and, subject to the provisions of Section 2.08(d) below, shall be advanced in part on the date hereof and thereafter in a maximum of three (B3) advances after the sum date hereof, but which advances must occur prior to the date that is ninety (90) days from the date hereof and each of (x) the principal which must be in an amount that is at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof. Any amount of the 2023 Term Commitment which is not advanced as of the date ninety (90) days from the date hereof will expire and will no longer be available to be advanced by the Lenders. (c) Subject to all of the terms and conditions hereof, each 2024 Term Lender hereby agrees to make a 2024 Term Loan to the Borrower on the Effective Date in an amount equal to such Defaulting 2024 Term Lender’s outstanding Advances plus (y) 2024 Term Commitment. The 2024Term Loan may not be reborrowed under any circumstances, and, upon the amount making of cash collateral held the 2024 Term Loans on the Effective Date, the 2024 Term Commitments will expire and will no longer be available to be advanced by the Administrative Agent for Lenders. (d) Subject to all of the account terms and conditions hereof, each 2026 Term Lender hereby agrees to make a 2026 Term Loan to the Borrower on the Effective Date in an amount equal to such 2026 Term Lender’s 2026 Term Commitment. The 2026 Term Loan may not be reborrowed under any circumstances, and, upon the making of such Defaulting Lender pursuant the 2026 Term Loans on the Effective Date, the 2026 Term Commitments will expire and will no longer be available to Section 2.16.12be advanced by the Lenders.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances Revolving Loans in dollars to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) result in such Lender’s participation in Facility LCs shall not exceed 's Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount's Commitment. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower and any one or more Lenders (including New Lenders) may from time to time borrow, prepay pursuant to Section 2.10 after the Effective Date agree that such Lender or Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and reborrow hereunder prior delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.01(c) or, in the case of each Lender which is not a New Lender, a Commitment Termination Date; providedIncrease Supplement meeting the requirements of Section 2.01(d). Notwithstanding the foregoing, further, that for purposes without the consent of the foregoing clause (v)Required Lenders, at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus incremental Commitments established or increased after the Effective Date pursuant to this paragraph shall not exceed $75,000,000, (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $15,000,000 and (z) unless otherwise agreed by the Administrative Agent, increases in Commitments may be effected on no more than three occasions pursuant to this paragraph. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.01(b) shall execute a New Lender Supplement (each, a "NEW LENDER SUPPLEMENT"), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a "NEW LENDER") shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of cash collateral held such Commitment increase, (ii) the amount of such Lender's total Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent for Agent, on each date upon which the account Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Revolving Loans, which prepayment shall be accompanied by payment of such Defaulting Lender all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16.122.14 in connection therewith, and, to the extent it determines to do so, reborrow Revolving Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders.

Commitments. Each Lender severally agrees, on In connection with the terms and conditions hereinafter set forth, to foregoing: (a) make Advances Bank of America is pleased to the Borrower and (b) participate in Facility LCs issued upon the request provide its commitment to fund 70% of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the Incremental Term Facility and JPM is pleased to provide its commitment to fund 30% of the principal amount of cash collateral held by the Incremental Term Facility; (b) if the Required Consent is not obtained, Bank of America is pleased to provide its commitment to fund 70% of the principal amount of the Backstop Facilities and JPM is pleased to provide its commitment to fund 30% of the principal amount of the Backstop Facilities; provided that if, subsequent to the date of your acceptance of this Commitment Letter and prior to its expiration in accordance with its terms, the Required Consent is obtained, the commitment under this clause (b) shall automatically terminate; and (c) each of MLPFS and JPM is pleased to advise you of their willingness, as joint lead arranger and joint bookrunner (collectively in such capacities, the “Lead Arrangers”) for the Senior Credit Facilities to (i) use commercially reasonable efforts to solicit the Required Consent and (ii) form a syndicate of financial institutions and institutional investors for the Incremental Term Facility and, if the Required Consent is not obtained, the Backstop Facilities (such financial institutions and institutional investors, together with Bank of America and any existing lenders under the Existing Facility Agreement that consent to the Proposed Amendment, the “Lenders”). It is understood that JPM may perform its responsibilities hereunder through its affiliate, X.X. Xxxxxx Securities LLC. Bank of America will continue to act as sole Administrative Agent for the account Senior Credit Facilities. The Senior Credit Facilities will include customary LIBOR transition and ERISA (lender and borrower) provisions. The commitments of Bank of America and JPM hereunder are several and not joint. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded without the consent of MLPFS. MLPFS shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Senior Credit Facilities and shall perform the duties and exercise the authority customarily performed and exercised by it in such Defaulting Lender pursuant role. As used herein, “syndication” of the Senior Credit Facilities includes the Lead Arrangers using commercially reasonable efforts to Section 2.16.12arrange the Required Consent.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period from the date hereof Closing Date and prior to the Commitment Termination Date, a Revolving Credit Loan or Revolving Credit Loans to the Borrowers (on a joint and several basis as between the Borrowers), which Revolving Credit Loans: (i) shall be denominated in an aggregate amount Dollars; (ii) shall, at the option of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such Xxxxxx’s Commitment Amount time; and (v) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the lesser of (A) the aggregate Commitments as then in effect from and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered to timethe Administrative Agent, as adjusted for any Availability Reserve that has been established by the Administrative Agent, and has become effective, in accordance with Subsection 2.1(b), and for any decrease in or discontinuation of any Availability Reserve, after the delivery of such Borrowing Base Certificate). (b) (I) Notwithstanding anything to the contrary in Subsection 2.1(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves (other than any Designated Hedging Reserves or Cash Management Reserves, which are provided for pursuant to clause (II) below) in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral (including any such Liens in respect of Management Guarantees); provided that with respect to any Availability Reserve (iother than any Designated Hedging Reserves or Cash Management Reserves, which are provided for pursuant to clause (II) no Advance may be made unless all Lenders below), the Administrative Agent shall have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount applicable Borrower reasonable advance notice of all Advances by any such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligationsestablishment; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent may only establish an Availability Reserve after the date hereof based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the Closing Date. The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the account Availability Reserve. Upon delivery of such Defaulting Lender pursuant notice, the Administrative Agent shall be available to Section 2.16.12discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, to (a) make Advances to on the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Restatement Effective Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that : (i) no Advance may be made unless all Lenders have consented thereto as more fully provided Each Term A Lender agrees (A) by its execution hereof, that it is an Initial Term A Lender under the Amended Credit Agreement and (B) to fund Term A Loans in Section 3.02; the amount set forth on its signature page hereto in accordance with the terms of this Amendment and the Amended Credit Agreement; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided JPMorgan Chase Bank, N.A. agrees (A) by its execution hereof, that it is an Initial Term B Lender under the Amended Credit Agreement and (B) to fund Term B Loans in Section 3.02; (iii) an amount equal to the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of Term B Loans minus the aggregate principal amount of all outstanding Advances; Converted Term B Loans in accordance with Section 2.01(a) of the Amended Credit Agreement; (iii) Each Revolving Lender agrees (A) by its execution hereof, that it is an Initial Revolving Lender under the Amended Credit Agreement and (B) to provide an Initial Revolving Credit Commitment in the amount set forth on its signature page hereto and make Initial Revolving Loans in accordance with Section 2.01(a) of the Amended Credit Agreement; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of Each Converting Lender agrees (A) such Defaulting Lender’s Commitment Amount minus by its execution hereof, that it is an Initial Term B Lender under the Amended Credit Agreement and (B) to convert all (or such lesser amount allocated to such Original Lender by the sum Lead Arrangers) of its Original Term Loans into Term B Loans, which conversion shall satisfy its obligation to make Initial Term B Loans to the Borrowers under Section 2.01(a) of the Amended Credit Agreement. (xb) Each New Lender (including any lender to whom the Initial Term B Lender assigns its Term B Loans by way of an assignment or assumption or similar agreement as part of the primary syndication thereof), by delivering its signature page to this Amendment and funding or converting its Original Term Loans into, Term B Loans and/or providing Revolving Commitments, as applicable, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment, the Amended Credit Agreement, the other Amended Documents, the Resignation and Assignment Agreement, each other Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Successor Agent, the Retiring Agent or any Lender. The commitments of the Term B Lenders are several, and no Term B Lender shall be responsible for any other Term B Lender’s failure to make Term B Loans. The commitments of the Term A Lenders are several, and no Term A Lender shall be responsible for any other Term A Lender’s failure to make Term A Loans. The 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; and (i) The Required Lenders (as defined in the Original First Lien Credit Agreement) and the Top Borrower (as defined in the Original First Lien Credit Agreement), by delivering their respective signature pages to this Amendment, hereby (A) consent to the resignation of Xxxxxxx Xxxxx Bank USA as Administrative Agent and Swingline Lender under the Loan Documents and (B) waive the 10 day notice requirement set forth in Article 8 of the Original First Lien Credit Agreement and (ii) the principal amount Required Lenders (as defined in the Original First Lien Credit Agreement), the Top Borrower (as defined herein and in the Original First Lien Credit Agreement) and the New Lenders hereby (A) consent to the appointment of JPMorgan Chase Bank, N.A. as Administrative Agent and Swingline Lender under the Loan Documents and (B) authorize and approve the Resignation and Assignment Agreement and such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held other documents and instruments to be executed and delivered and actions to be taken by the Administrative Resigning Agent for to effect the account of such Defaulting Lender pursuant to Section 2.16.12foregoing.

Commitments. Each Lender severally agrees(a) Subject to the terms and conditions set forth herein, prior to the Closing, each of Buyer and Buyer Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and obtain the equity financing on the terms and conditions hereinafter set forthforth in the applicable Commitment Letters, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that including using its reasonable best efforts to: (i) no Advance maintain in full force and effect the Commitment Letters; provided, that Buyer and Buyer Parent may be made unless all Lenders have consented thereto as more fully provided replace, substitute, amend or terminate the Commitment Letters in accordance with this Section 3.028.17; (ii) no Advance may be made as a Eurodollar Advance unless satisfy all Lenders have consented thereto as more fully provided conditions applicable to Buyer or Buyer Parent in Section 3.02the Commitment Letters; (iii) comply on a timely basis with its obligations under the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesCommitment Letters; (iv) such Lender’s participation cause the financings contemplated by the Commitment Letters to be consummated at or prior to the date that the Closing is required to occur in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligationsaccordance with Section 3.01; and (v) enforce its rights under the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountLetters. Within the foregoing limits and subject Prior to the other provisions hereofClosing, the Borrower may from time to time borrowBuyer or Buyer Parent shall give Seller prompt notice of any default, prepay pursuant to Section 2.10 and reborrow hereunder prior breach or repudiation by any party to the Commitment Termination DateLetters (b) Except as expressly permitted by this paragraph (b), Buyer and Buyer Parent shall not amend, modify, supplement, restate, terminate, substitute, waive a provision under or replace (collectively, “Change”) any Commitment Letter. Subject to Section 8.17(f), with the prior consent of Seller (not to be unreasonably withheld, conditioned or delayed), Buyer and Buyer Parent shall have the right to (i) make immaterial Changes to the form of Commitment Letter for any new Investor that will be executed after the date hereof or (ii) reduce the amount of any Commitment Letter to be funded at the Closing and simultaneously increase the amount of any other Commitment Letter or enter into one or more new Commitment Letters in substantially the same form as the existing Commitment Letters (with the aggregate amount of such increase or new commitments equal to or greater than the amount of such reduction); provided, furtherthat (A) no such Change (x) shall result in a breach by Buyer or Buyer Parent of Section 8.17(d) or (y) would be reasonably expected to make less likely the satisfaction of any condition set forth in Article XI or delay the satisfaction of any such condition such that the Closing would be delayed and (B) unless Buyer has received the prior consent of Seller (which may be withheld by Seller in its sole discretion), Buyer and Buyer Parent shall not make any such Change after the earlier of twenty- five (25) days from the date hereof and the date on which Buyer files its “Form A” with the Connecticut Insurance Department, if such Change relates to an Investor that would either before or after such Change be contemplated to own individually 10% or more of the voting securities of Buyer or Buyer Parent at the Closing or would otherwise be an “acquiring party” under the insurance Laws of the State of Connecticut (a “Form A Applicant”) and such Change would affect the information included in Buyer’s “Form A” filing. Without limiting the foregoing, it shall be deemed to be reasonable for Seller to withhold consent pursuant to the immediately preceding sentence to a Change of any Commitment Letter if (1) such Change involves a full or partial release of an Investor or a decrease in its commitment (unless such decrease is expressly conditioned on the actual funding of a replacement commitment in an amount equal to or greater than such decrease) under its then existing Commitment Letter in connection with a substitute, replacement or increased Commitment Letter from one or more other existing or new Investor(s) and any such Investor providing such substitute, replacement or increased Commitment Letter, after giving effect to such substitution, replacement or increase, would be less creditworthy in the good faith judgment of Seller than the Investor(s) being substituted or replaced or whose commitment is decreased, (2) any such proposed replacement or substitute Investor is a Prohibited Person or (3) such Change could reasonably be expected to make less likely the satisfaction of any condition set forth in Article XI or delay the satisfaction of any such condition such that the Closing would be delayed. Notwithstanding the foregoing, (I) Seller acknowledges and agrees that it may not withhold its consent based on clause (3) of the preceding sentence in connection with a replacement or any other Change, in each case at any time, with respect to an Investor which would not be contemplated to be a Form A Applicant and (II) Seller’s consent to a Change contemplated by the second sentence of this Section 8.17(b) is hereby deemed to have been given with respect to an addition or substitution (and a related full or partial release or decrease in the commitment of one or more then-existing Investor(s) in an aggregate amount less than or equal to the amount of such addition or substitution) if such addition or substitution is fully completed and appropriately documented, before the earlier of the date which is twenty-five (25) days after the date hereof and the date on which Buyer files its “Form A” with the Connecticut Insurance Department, of one or more of the potential Investors as agreed to in writing by Buyer and Seller for up to the ownership percentages of the voting securities of Buyer Parent and Buyer Parent GP set forth for each such potential Investor in such writing. If any additional, replacement or substitute Commitment Letter is obtained, Buyer shall promptly provide Seller with a true and correct copy of such Commitment Letter and any reference in this Agreement to (aa) “Commitment Letter” shall include such additional, substitute or replacement Commitment Letter and (bb) “Investors” shall include the Investors party to such additional, substitute or replacement Commitment Letters. If a Commitment Letter from an Investor is terminated or released in accordance with this Section 8.17, Seller agrees that the Limited Guaranty provided by such Investor (or its Affiliate) shall be deemed to be cancelled and of no further force or effect; provided, that one or more limited guarantees in substantially the same form as the Limited Guaranty being terminated or released have been executed and delivered by the Investor(s) providing the replacement Commitment Letters (or their Affiliates which are no less creditworthy in the good faith judgment of Seller than the Investor (or its Affiliate) that provided the Limited Guaranty being terminated or released) and the aggregate amount of the Caps (as defined in the Limited Guaranty being terminated or released) on the Guaranteed Obligations (as defined in the Limited Guaranty being terminated or released) in such replacement limited guarantees equals or exceeds the amount of the related Caps on the Guaranteed Obligations in the Limited Guaranty being terminated or released. If the amount of a Commitment Letter from an Investor is reduced in accordance with this Section 8.17 and provided that one or more limited guarantees in substantially the same form as the Limited Guaranty being reduced pursuant to this sentence have been executed and delivered by the Investor(s) providing the replacement Commitment Letters (or their Affiliates which are no less creditworthy in the good faith judgment of Seller than the Investor (or its Affiliate) that provided the Limited Guaranty being reduced) (the “Additional Limited Guarantees”), Seller agrees that the Caps on such Investor’s Guaranteed Obligations in the Limited Guaranty provided by such Investor (or its Affiliate) shall be deemed to be reduced in accordance with the terms thereof by the aggregate amount of the related Caps on the Guaranteed Obligations set forth in the applicable Additional Limited Guarantees. (c) Buyer shall provide Seller with prompt written notice of the receipt of any notice or other communication from any Investor with respect to such Investor’s failure or anticipated failure to fund its commitments under any Commitment Letter or definitive agreement in connection therewith. Buyer shall keep Seller reasonably informed on a current basis of the status of its efforts to consummate the financing contemplated by the Commitment Letters. (d) Notwithstanding anything contained in this Agreement to the contrary, each of Buyer, Buyer Parent and Buyer Parent GP expressly acknowledges and agrees that its obligations under this Agreement are not conditioned in any manner upon Buyer, Buyer Parent or Buyer Parent GP obtaining any debt or equity financing. Furthermore, Buyer and Buyer Parent shall at all times maintain Commitments sufficient in the aggregate to fund all of the amounts required to be provided by Buyer on the Closing Date for the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, including the payment of the amount payable at the Closing under Section 3.02 (assuming that the Pre-Closing Dividend Amount is equal to the Minimum Pre-Closing Dividend Amount) and the payment of all costs and expenses accrued by Buyer or Buyer Parent through the Closing Date in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, including all liabilities or obligations incurred under Section 7.03(d), Section 7.14 and Section 8.17(e). (e) Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Buyer or its Affiliates or any assistance or activities provided in connection therewith or otherwise under this Section 8.17. (f) Notwithstanding anything contained in this Agreement to the contrary, if Buyer or Buyer Parent, between the date hereof and the Closing (i) increases the aggregate amount of Commitments to be funded at the Closing pursuant to the Commitment Letters (excluding a temporary increase that is or will be fully offset by a subsequent reduction in the aggregate amount of Commitments) or (ii) enters into any new equity financing commitment letters, in each case, in accordance with Section 8.17(b) (other than in connection with, or for purposes of the foregoing clause (vof, substituting or replacing any Commitments in whole or in part), at any time there is a Defaulting Lender, then the Aggregate Commitment Rollover Amount shall automatically be reduced by an amount equal to such new or increased equity financing commitments; provided, that in no event shall the remainder of (A) such Defaulting Lender’s Commitment Rollover Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12be reduced below $100,000,000.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to make revolving credit loans (a"Loans") make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount at any one time outstanding which, when added to such Lender's Percentage of all Advances by such Lender shall the L/C Obligations then outstanding, does not exceed the amount of such Xxxxxx’s Pro Rata Share Lender's Commitment minus such Lender's Percentage of the aggregate principal amount of all outstanding Advances; (ivreserves established by the Administrative Agent pursuant to Section 2.1(b) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) below. During the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, Period the Borrower may use the Commitments by borrowing, prepaying and reborrowing the Loans in whole or in part, all in accordance with the terms and conditions hereof. The Loans may from time to time borrowbe Eurodollar Loans or Base Rate Loans, prepay as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 3.3. (b) Anything to the contrary in this Section 2.1 notwithstanding, the Administrative Agent shall have the right, in its discretion to establish reserves against the Total Commitments with respect to amounts owing by any Group Member to any Person to the extent secured by a Lien on, or trust over, any portion of the Collateral in favor of the PBGC or a Multiemployer Plan, to the extent that any such Lien or trust may be reasonably expected to have priority over the Liens granted by any Group Member pursuant to Section 2.10 and reborrow hereunder prior the Collateral Documents with respect to the Commitment Termination Date; provided, further, that for purposes any portion of the foregoing clause (v)Collateral, at provided that in any time there is a Defaulting Lenderevent, the Aggregate Commitment Amount any such reserve shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) not exceed the principal amount of the Obligations so secured and such Defaulting Lender’s outstanding Advances plus reserves shall be released upon satisfaction of such Obligations. (yc) To the extent that the aggregate amount of all Lenders' Extensions of Credit exceeds the difference between (i) the Total Commitment and (ii) the aggregate amount of cash collateral held reserves established (and then in effect) by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.122.1(b) above, the Borrower shall immediately prepay the Borrower Obligations to the extent of such excess. (d) The Borrower shall repay all outstanding Loans on the Termination Date.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to (a) make Advances of the Loan to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case at any time and from time to time during the period from on or after the date hereof to hereof, and until the earlier of (A) the third (3rd) anniversary of the Closing Date and (B) the termination of the Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount that will not result in such Lender's Credit Exposure exceeding such Lender's Commitment (taking into account all Advances theretofore made by such Lender). Portions of the Loan that have been repaid or prepaid may not be reborrowed. (b) The proceeds of each Advance shall be used by the Borrower (after the Franchisee Loan Borrower has applied the Minimum Up-Front Equity to exceed such Xxxxxx’s Commitment Amount as Development Costs and evidence of the same wholly satisfactory to the Administrative Agent has been delivered to the Administrative Agent) solely to fund Development Costs for Xxxxxxx Inn Hotels covered by Approved Franchisee Loans (it being understood that the proceeds of a single Borrowing may be used to fund one or more Approved Franchisee Loans), subject to and in effect from time to time; provided that accordance with the provisions of this Agreement and each Franchisee Loan Building Loan Agreement. (c) The Loan shall (i) no Advance be evidenced by a promissory note (the "Note") in the original principal amount of $60,000,000 (or so much thereof as may be made unless all Lenders have consented thereto advanced or outstanding at any given time), in the form annexed hereto as more fully provided in Section 3.02; Exhibit B, (ii) no Advance may be made as secured by, among other things, (A) collateral assignments of and an exclusive first priority security interest in and to the Approved Franchisee Loans, including, without limitation, the collateral securing the Approved Franchisee Loans and all other Franchisee Loan Documents, title and other applicable insurance, the Franchise Agreement, management and other operating agreements and leases, rents and hotel receipts relating to the applicable Xxxxxxx Inn Hotel, and guarantees of the Approved Franchisee Loans, (B) a Eurodollar Advance unless collateral assignment of the Servicing Agreement, (C) a pledge by Xxxxxxx and the Managing Member of and an exclusive first priority interest in all Lenders have consented thereto as more fully provided of the outstanding capital stock of or equity interests in Section 3.02; the Borrower and the Managing Member, and (D) the Collateral Account Agreement, and (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held guaranteed by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Guarantee Agreement.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances Revolving Loans in dollars to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) result in such Lender’s participation in Facility LCs shall not exceed Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower and any one or more Lenders (including New Lenders) may from time to time borrow, prepay pursuant to Section 2.10 after the Effective Date agree that such Lender or Lenders shall establish a new Commitment or Commitments or increase the amount of its or their Commitment or Commitments by executing and reborrow hereunder prior delivering to the Administrative Agent, in the case of each New Lender, a New Lender Supplement meeting the requirements of Section 2.01(c) or, in the case of each Lender which is not a New Lender, a Commitment Termination Date; providedIncrease Supplement meeting the requirements of Section 2.01(d). Notwithstanding the foregoing, further, that for purposes without the consent of the foregoing clause (v)Required Lenders, at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus incremental Commitments established or increased after the Effective Date pursuant to this paragraph shall not exceed $75,000,000, (y) unless otherwise agreed to by the Administrative Agent, each increase in the aggregate Commitments effected pursuant to this paragraph shall be in a minimum aggregate amount of at least $15,000,000 and (z) unless otherwise agreed by the Administrative Agent, increases in Commitments may be effected on no more than three occasions pursuant to this paragraph. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (c) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender, with a Commitment in the amount set forth therein that is effective on the date specified therein, for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) Any Lender, which, with the consent of the Borrower and the Administrative Agent, elects to increase its Commitment under this Agreement shall execute and deliver to the Borrower and the Administrative Agent a Commitment Increase Supplement specifying (i) the amount of cash collateral held such Commitment increase, (ii) the amount of such Lender’s total Commitment after giving effect to such Commitment increase, and (iii) the date upon which such Commitment increase shall become effective. (e) Unless otherwise agreed by the Administrative Agent for Agent, on each date upon which the account Commitments shall be increased pursuant to this Section, the Borrower shall prepay all then outstanding Revolving Loans, which prepayment shall be accompanied by payment of such Defaulting Lender all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.16.122.14 in connection therewith, and, to the extent it determines to do so, reborrow Revolving Loans from all the Lenders (after giving effect to the new and/or increased Commitments becoming effective on such date). Any prepayment and reborrowing pursuant to the preceding sentence shall be effected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Borrowers from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed result in such Xxxxxx’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) Lender's Revolving Credit Exposure exceeding such Lender's Commitment. Notwithstanding the foregoing, the aggregate principal amount of all Advances by such Lender Loans outstanding at any time to the Borrowers shall not exceed such Xxxxxx’s Pro Rata Share (1) the lesser of (A) the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; Commitment and (vB) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (xi) eighty percent (80%) of the Net Amount of Eligible Receivables, plus (ii) the principal lesser of (a) eighty-five percent (85%) of the net recovery value of Eligible Inventory and (b) sixty-five percent (65%) of the Net Amount of Eligible Inventory plus (iii) an amount equal to the Fixed Assets Component as of such date of determination plus (iv) the lesser of (a) fifty-five percent (55%) of the aggregate undrawn amount of such Defaulting Lender’s outstanding Advances Trade Letters of Credit and (b) $150,000,000 plus (yv) Invested Cash (this clause (1)(B) referred to herein as the "Borrowing Base") minus (2) the amount of cash collateral held LC Exposure at such time. The Borrowing Base will be computed monthly or more often as may reasonably be requested by the Administrative Agent for and a compliance certificate from a Financial Officer of the account Borrowers presenting its computation will be delivered to the Administrative Agent in accordance with Section 5.01(j) hereof. The net recovery value of such Defaulting Lender Eligible Inventory was established as a percentage of cost on the Effective Date as reflected in the opening Borrowing Base. If by reason of any subsequent appraisals conducted pursuant to Section 2.16.125.04, net recovery values have declined, the Administrative Agent shall, in good faith and in accordance with its customary practices, reduce the effective advance rates (subject to further adjustments, downward or upward (but not above those in effect on the Effective Date)) by reducing the net recovery value of Eligible Inventory used in the calculation of the Borrowing Base consistent with the results of such subsequent appraisals. Subject to the foregoing and within the foregoing limits, the Borrowers may borrow, repay (or prepay) and reborrow Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including the requirement that no Loan shall be made hereunder if the amount thereof exceeds the Availability outstanding at such time (in each case, after giving effect to the application of the proceeds of such Loan). For purposes of this Section, "net recovery value" means the estimated net proceeds which could reasonably be realized from the liquidation of the inventory under an orderly liquidation and going-out-of-business and/or store closing sale basis, given a reasonable period of time to find purchaser(s), with the seller compelled to sell.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof (i) each Lender severally agrees to make revolving credit loans (together, the “Loans”) to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request each of the Borrower, in each case Borrowers from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount not at any one time outstanding which, when added to exceed such XxxxxxLxxxxx’s Commitment Amount as Percentage of the sum of the then outstanding L/C Obligations, then outstanding Agent Advances and the then outstanding Swing Line Loans, does not exceed the lesser of (x) the amount of such Lxxxxx’s Commitment then in effect and (y) such Lxxxxx’s Commitment Percentage of the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered, subject to recalculation at any time based on the Administrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)) and (ii) each Lender severally agrees to make revolving credit loans (the “Revolving Loans”) to each of the Borrowers from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided time during the Commitment Period in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the an aggregate principal amount of all Advances by such Lender shall at any one time outstanding does not exceed the lesser of (x) the amount of such XxxxxxLxxxxx’s Pro Rata Share Commitment then in effect and (y) such Lxxxxx’s Commitment Percentage of the aggregate principal amount of all outstanding Advances; Borrowing Base as then in effect (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) based on the Outstanding Credit Extensions shall not Borrowing Base Certificate last delivered, subject to recalculation at any time exceed based on the Aggregate Administrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)). During the Commitment Amount. Within Period, each of the foregoing limits Borrowers may use the Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and subject to reborrowing, all in accordance with the other provisions terms and conditions hereof, the Borrower . (b) The Revolving Loans shall be made in Dollars and may from time to time borrowbe (i) Term SOFR Loans, prepay pursuant (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to Section 2.10 the Administrative Agent in accordance with subsections 2.2 and reborrow hereunder 4.2; provided that no Revolving Loan shall be made as a Term SOFR Loan after the day that is one month prior to the Commitment Termination Maturity Date. (c) Notwithstanding anything to the contrary in subsections 2.1(a) or (b) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, at any time, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the respective Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the respective Borrowers or, without duplication, their respective Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, employees (including under Wisconsin wage lien law) or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided that the Administrative Agent shall have provided the Borrower Representative at least ten Business Days’ prior written notice of any such establishment; and provided, further, that for purposes such Agent may only establish an Availability Reserve after the Amendment No. 3 Effective Date based on an event, condition or other circumstance arising after the Amendment No. 3 Effective Date or based on facts not known to the Administrative Agent as of the foregoing clause Amendment No. 3 Effective Date (v)other than, at any time there is a Defaulting Lenderin each case, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of Availability Reserves established in connection with (x) payables to vendors entitled to the principal amount benefits of such Defaulting Lender’s outstanding Advances plus (y) Perishable Agriculture Commodities Act, 1930, as amended from time to time, the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant Packers and Stockyard Act, 1921, as amended from time to Section 2.16.12time, or any similar statute or regulation.