Common use of Credit Facility Clause in Contracts

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of (x) the Aggregate Commitment less the Letter of Credit Liability and (y) the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing NoticeNotice from Borrower, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) Borrower and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, ; provided that (xI) at no time may the aggregate principal amount of any Conduit Group’s Loans and Percentage of Letter of Credit Liability outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (yII) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans and Percentage of Letter of Credit Liability outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its such Unaffiliated Committed Lender’s Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six one (61) Advances during any calendar monthAdvance, and no more than six one (61) Advances shall occur, during any calendar month. No more than two (2) Advances Advance shall occur, during any calendar week. (b) Borrower may, upon at least 10 thirty (30) Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon Subject to the following terms and conditions, Lender agrees to make a credit facility available to Borrower (the "Credit Facility") in the maximum amount of One Million and 00/100 Dollars ($1,000,000) (the "Maximum Credit Balance") pursuant to which Lender will make loans to Borrower (each an "Advance") in such amounts as Borrower may request from time to time; provided, however, that with each request for an Advance, Borrower shall disclose to Lender in writing the proposed use of such Advance and Lender shall have the right to reject such request if Lender disapproves of the proposed use as disclosed by Borrower. The aggregate outstanding principal balance of all Advances made hereunder may not exceed the Maximum Credit Balance. Amounts borrowed under the Credit Facility may be repaid prior to the Termination Date (defined below) without penalty and may be re-borrowed subject to the conditions terms hereof. i. Lender's commitment to lend hereunder terminates on July 31, from time to time prior to 2013 (the Facility "Termination Date:"), if not sooner terminated under Section 8 below. ii. Lender shall not be obligated to make any Advance which would cause the outstanding principal balance of the Credit Facility (ithe "Credit Balance") Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser Maximum Credit Balance. iii. Lender shall not be obligated to make any Advance if an Event of Default, as defined in Section 7 below, or an event which, with the giving of notice or lapse of time, or both, would become an Event of Default (a "Potential Default") has occurred and has not been waived by Lender or cured by Borrower. iv. Lender shall not be obligated to make any Advance if Lender disapproves of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan proposed use thereof by Borrower as disclosed by Borrower in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to connection Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a 's request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weeksuch Advance. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon Subject to the terms provisions in the Loan Papers, each Lender shown on SCHEDULE 1 as providing a Revolving Credit Commitment hereby severally and not jointly agrees to lend to Borrower its Pro Rata Part (in accordance with its Revolving Credit Commitment) of one or more revolving Loans in an aggregate principal amount outstanding at any time up to such Lender's Revolving Credit Commitment which Borrower may borrow, repay, and reborrow under this Agreement (collectively for all Lenders, the "REVOLVING CREDIT TRANCHE"). Revolving Credit Loans are subject to the conditions hereof, from time to time prior to the Facility Termination Datefollowing conditions: (i) Borrower may request Advances Each Revolving Credit Loan must occur on a Business Day and no later than the Business Day immediately preceding the Revolving Credit Termination Date; (ii) Each Revolving Credit Loan must be in an aggregate principal amount at any one time outstanding not to less than (i) $500,000 or a greater integral multiple of $100,000 (if a Base Rate Loan), or (ii) $1,000,000 or a greater integral multiple of $100,000 (if a LIBOR Loan); (iii) When determined, (i) Revolving Credit Commitment Usage may not exceed the lesser aggregate commitment under the Revolving Credit Tranche (as such amount is reduced and canceled in accordance with this Agreement), and (ii) for any Lender, its Pro Rata Part of the Aggregate Revolving Credit Commitment and the Borrowing Base (Usage may not exceed such lesser amount, the “Borrowing Limit”)Lender's Revolving Credit Commitment; and (iiiv) upon receipt of a copy of During each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage fiscal year of the requested Advance specified in Companies there must be a period of at least 30 consecutive days (which period must include April 15th of such Borrowing Notice, and (Byear) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage when the unused portion of the requested Advance specified in such Borrowing Notice. In aggregate commitment under the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekRevolving Credit Tranche equals or exceeds $50,000,000. (b) Borrower may, upon at least 10 Business Days’ notice Subject to the Funding Agent provisions in the Loan Papers, each Lender shown on SCHEDULE 1 as providing a Tranche A Commitment hereby severally and not jointly agrees to lend to Borrower on the Closing Date its part of a single disbursement of funds in the amount of such Lender's Tranche A Commitment which, when repaid, may not be reborrowed hereunder (who shall promptly provide such notice collectively for all Lenders, the "TRANCHE A TERM LOAN"). (c) Subject to the Co-Agents)provisions in the Loan Papers, terminate each Lender shown on SCHEDULE 1 as providing a Tranche B Commitment hereby severally and not jointly agrees to lend to Borrower on the Closing Date its part of a single disbursement of funds in whole or reduce in partthe amount of such Lender's Tranche B Commitment which, ratably among the Committed Lenders in accordance with their respective Commitmentswhen repaid, may not be reborrowed hereunder (collectively for all Lenders, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments"TRANCHE B TERM LOAN").

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may may, at its option, request Advances from the Lenders in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and; (ii) upon receipt subject to the terms and conditions of a copy of this Agreement, each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan Group shall make available Loans in an amount equal to the lesser of such Lender Group’s Lender Group Limit and its Percentage Lender Group Share of the Advance requested, as provided for herein; and (iii) any Conduit may, at its option, make available its Lender Group Share of the requested Advance, or if any Conduit shall decline to make available its Lender Group Share of any Advance specified requested prior to the Commitment Termination Date, except as otherwise provided in such Borrowing NoticeSection 1.2, and (B) each Co-Agent belonging the Liquidity Banks that are members of the related Lender Group severally agree to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan make Loans in an amount equal to its Conduit the lesser of such Lender Group’s Percentage of Lender Group Limit and the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed related Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Share of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees it being understood that no Liquidity Bank shall have any obligation to fund a make any Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of after the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective PercentagesTermination Date. Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, each Conduit to fund its Lender Group Share of all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days30 days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents)Agent, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective CommitmentsLender Groups, the unused portion of the Aggregate CommitmentCommitment of the Liquidity Banks; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to at least $20,000,000 10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and ). Each such reduction shall reduce the Commitments of the Committed Lenders Liquidity Banks of each Lender Group ratably among such Liquidity Banks in accordance with their respective Commitmentssuch Lender Group.

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time on and after the Initial Funding Date and prior to the Facility Termination Date: (i) Borrower may may, at its option, request Advances from the Lenders in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “"Borrowing Limit”"); and; (ii) upon receipt subject to the terms and conditions of a copy of this Agreement, each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan Group shall make available Loans in an amount equal to the lesser of such Lender Group's Lender Group Limit and its Percentage Lender Group Share of the Advance requested, as provided for herein; and (iii) any Conduit may, at its option, make available its Lender Group Share of the requested Advance, or if any Conduit shall decline to make available its Lender Group Share of any Advance specified requested prior to the Commitment Termination Date, except as otherwise provided in such Borrowing NoticeSection 1.2, and (B) each Co-Agent belonging the Liquidity Banks that are members of the related Lender Group severally agree to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan make Loans in an amount equal to its Conduit the lesser of such Lender Group’s Percentage of 's Lender Group Limit and the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed related Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Share of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees it being understood that no Liquidity Bank shall have any obligation to fund a make any Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of after the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective PercentagesTermination Date. Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, each Conduit to fund its Lender Group Share of all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ 30 days' notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents)Agent, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective CommitmentsLender Groups, the unused portion of the Aggregate CommitmentCommitment of the Liquidity Banks; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to at least $20,000,000 10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and ). Each such reduction shall reduce the Commitments of the Committed Lenders Liquidity Banks of each Lender Group ratably among such Liquidity Banks in accordance with their respective Commitmentssuch Lender Group.

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing NoticeNotice from Borrower, (A) each Unaffiliated Committed Lender TD severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) Borrower and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender TD severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, and (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required AdvanceBorrower, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed LenderTD’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed LenderTD’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed LenderTD’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed LendersTD, collectively, ratably in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon On the terms and subject to the conditions hereofhereof and relying upon the representations and warranties set forth as and when made or deemed to be made, Lender agrees to lend to Borrower, from time to time (but not to exceed more than once per calendar month) prior to the Facility relevant Commitment Termination Date: (i) Borrower may request Advances in an , first, Loans set forth under the heading Facility A on the cover page of this Agreement until such Credit Amount has been fully utilized or the Commitment Termination Date relating to such Credit Amount has passed, second, Loans set forth under the heading Facility B on the cover page of this Agreement until such Credit Amount has been fully utilized or the Commitment Termination Date relating to such Credit Amount has passed, and, third, Loans set forth under the heading Facility C on the cover page of this Agreement; provided, however, that the aggregate original principal amount of the Loans shall not exceed the sum of the Credit Amounts set forth under the headings Facility A, Facility B and Facility C at any one time outstanding time; provided, further, that the aggregate original principal amount of any Loan relating to the financing of Eligible Equipment shall not to exceed the lesser aggregate Stated Cost of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt items of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of Eligible Equipment being financed with such Loan and (3) each other Conduit the aggregate original principal amount of any Loan relating to the financing of Soft Costs shall fund a Loan in an amount equal to its Percentage not exceed the aggregate Stated Cost of the required Advanceitems of Soft Costs being financed with such Loan; provided, provided further, that (x) at no time may for each of Facility A and Facility B, the aggregate principal amount of any Conduit Group’s the Loans outstandingrelating to the financing of tenant improvements, computer software packages, and Equipment specially designed or manufactured for Borrower, as well as other financing of intangible items, related to Eligible Equipment (collectively "Soft Costs"), shall not exceed the lesser thirty percent (30%) of (x) the aggregate original principal amount of such Conduit’s Committed Lenders’ Commitmentsall Facility A and Facility B Loans; and provided, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amountfurther, such Conduit Group’s “Allocation Limit”), and (y) at no time may that for Facility C the aggregate principal amount of any Unaffiliated Committed Lender’s the Loans outstanding relating to the financing of Soft Costs shall not exceed the lesser of twenty-five percent (x25%) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amountaggregate original principal amount of all Facility C Loans. If repaid or prepaid, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each principal of the Advances, and all other Obligations of Borrower, shall Loans may not be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekre-borrowed. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon On the terms and subject to the conditions hereofhereof and relying upon the representations and warranties set forth as and when made or deemed to be made, Lender agrees to lend to Borrower, from time to time (but not to exceed more than once per calendar month) prior to the Facility relevant Commitment Termination Date: (i) Borrower may request Advances in an , first Loans set forth under the heading Facility A on the cover page of this Agreement until such Credit Amount has been fully utilized, and second Loans set forth under the heading Facility B on the cover page of this Agreement; provided, however, that the aggregate original principal amount of the Loans shall not exceed the sum of the Credit Amount set forth under the heading Facility A and the Credit Amount set forth under the heading Facility B at any one time outstanding time; provided, further, that the aggregate original principal amount of any Loan relating to the financing of Eligible Equipment shall not to exceed the lesser aggregate Stated Cost of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt items of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of Eligible Equipment being financed with such Loan and (3) each other Conduit the aggregate original principal amount of any Loan relating to the financing of Soft Costs shall fund a Loan in an amount equal to its Percentage not exceed the aggregate Stated Cost of the required Advanceitems of Soft Costs being financed with such Loan; provided, provided further that (x) at no time may for each of Facility A and Facility B, the aggregate principal amount of any Conduit Group’s the Loans outstandingrelating to the financing of tenant improvements, computer software packages, and Equipment specially designed or manufactured for Borrower, as well as other financing of intangible items, related to Eligible Equipment (collectively "Soft Costs"), shall not exceed the lesser thirty percent (30%) of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate original principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed all Loans. If repaid or prepaid, the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage principal of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall Loans may not be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekre-borrowed. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon the terms and subject to the conditions hereofof this Agreement, Lender agrees to lend to Borrower such sums that Borrower may request, from time to time prior to the Facility Termination date hereof until but not including the Maturity Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate sum of the outstanding principal amount of any Conduit Group’s all Loans outstanding, (after giving effect to all amounts requested) shall not exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) Commitment at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weektime. (b) Borrower may, upon shall send Lender a Request not later than 5:00 p.m. Amsterdam time at least 10 three Business Days’ notice Days prior to the Funding Agent Drawdown Date (who which must be a Business Day) of the Loan being requested. Lender will notify Borrower by 5:00 p.m., Amsterdam time, on the second Business Day after receipt of the Request, as to whether or not it will fund such a loan. If the Commitment is then in effect, Lender shall promptly provide such notice advance to the Co-Agents)Borrower or directly to such other party or parties as may be specified in the Request, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitmentson behalf of Borrower, the unused portion amounts indicated in the Request. Each advance by Lender on behalf of Borrower shall be deemed a Loan by Lender and will accrue interest beginning on the date the advance is made. Lender will maintain a complete and accurate record of all Loans under this Agreement. (c) Borrower agrees that the full amount of any and all Loans shall be used solely to fund Acquisitions. Notwithstanding anything to the contrary in the Loan Documents, Borrower further agrees (i) that the amount of the Aggregate Commitment; provided that each partial reduction funds obtained by Borrower as a result of the Aggregate Commitment first Loan under the Loan Documents shall be in an amount equal used by Borrower to $20,000,000 repay the margin debt owed by Borrower to Solomon Smith Barney with respect to the shares and (or a larger integral multiple of $1,000,000 if in excess thereofii) and shall reduce that the Commitments total oxxxxxxxxxx xmount of the Committed Lenders ratably Loans shall not exceed fifty-five percent (55%) of the total market value of the Shares. (d) The obligation of Borrower to repay to Lender the outstanding principal amount of the Loans and interest accrued thereon shall be evidenced by a promissory note in accordance the aggregate principal amount of (i) AUD $150,000,000 or (ii) such lesser amount as indicated as outstanding on the grid schedule annexed thereof, executed and delivered by Borrower and payable to the order of Lender, in substantially the form of Exhibit 1 hereto (the "Note"). (e) On the date hereof and as a condition to Lender's obligation to make any Loans, Borrower shall execute and deliver to Lender the Pledge Agreement, of even date herewith, by and between Borrower and Lender, pursuant to which Borrower's obligations hereunder shall be secured by a pledge of all Shares owned by Borrower as of the date hereof and all Shares hereinafter acquired by Borrower with their respective Commitmentsproceeds from any Loans.

Credit Facility. (a) Upon the terms and subject to the conditions hereofhereof (including, without limitation, Article VI), from time to time prior to the Facility Termination Date: (i) , Borrower may may, at its option, request from the Lender prior to the Blue Ridge Termination Date and/or the Committed Banks prior to the Commitment Termination Date, Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Noticeand the Lender may, (A) each Unaffiliated Committed or if the Lender severally agrees shall decline to fund a Loan in an amount equal to its Percentage of the requested Advance specified in make such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to BorrowerAdvance, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) andCommitted Banks shall, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested make such Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of BorrowerAggregate Unpaids, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, Blue Ridge to fund all Advances by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or determines that it is undesirable to issue Commercial Paper to fund or maintain Advances hereunder, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, Blue Ridge will avail itself of a Liquidity Funding, to the extent available. If Blue Ridge funds or refinances any Advances made by it hereunder through a Liquidity Funding or if any Advance is made by the Committed Banks through a Bank Funding, in lieu of paying CP Costs on the Aggregate Principal pursuant to Article III, Borrower shall not make pay interest thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV. Nothing herein shall be deemed to constitute a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekcommitment of Blue Ridge to issue Commercial Paper. (b) Borrower may, upon at least 10 Business Days30 days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents)Administrative Agent, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, part the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments).

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing NoticeNotice from Borrower, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group Agents shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) Borrower and, unless Borrower cancels its Borrowing Notice as to all LendersNotice, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders Liquidity Banks severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s Percentage of such Loan to Borrower, on the terms and (3) each other Conduit shall fund a Loan in an amount equal subject to its Percentage of the required Advanceconditions hereof, provided that (x) at no time may the aggregate principal amount of any Conduit Groupsuch Conduit’s and such Conduit’s Liquidity Banks’ Loans outstanding, outstanding exceed the lesser of (x) the aggregate amount of such Conduit’s Committed LendersLiquidity Banks’ Commitments, and (y) such Conduit Conduit’s Group’s Percentage of the Borrowing Base (such lesser amount, such the “Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, Conduits to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders Liquidity Banks in each Conduit Group in accordance with their respective Commitmentssuch Conduit Group’s Percentage, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 5,000,000 per Conduit Group (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders Liquidity Banks ratably in accordance with their respective CommitmentsPro Rata Shares.

Credit Facility. (a) Upon The Credit Facility shall be advanced by Co-Lenders to Borrowers in accordance with the terms provisions of this Agreement hereinafter set forth, and subject shall be evidenced by, and payable, together with interest thereon, in accordance with the provisions of the Credit Facility Notes and Exhibit B attached hereto. Except as specifically provided for to the conditions hereof, contrary in the Co-Lenders Agreement from time to time time, the Credit Facility Notes (the forms of which are attached hereto as Exhibits C-1 and C- 2) shall be secured on a pari passu basis with each other inter alia by the Mortgages and the Assignments of Leases and Rents. Payments under the Credit Facility must be received by Agent prior to 12:00 noon, Charlotte, North Carolina time, for Borrowers to receive credit for such payment that day. The respective undivided percentage interests (the "Credit Facility Termination Date: (iPercentage Interests") Borrower may request Advances held by Co-Lenders in an aggregate principal amount at any one time outstanding not to exceed the lesser Credit Facility on the date of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed this Agreement are as follows: Percentage Amount Interest --------- ---------- Xxxxx Xxxxxx $35,000,000 50% NationsBank $35,000,000 50% Each Co-Lender severally agrees shall be obligated to fund a Loan portion of each advance made under the Credit Facility in an amount accordance with the provisions of this Agreement which is equal to its the amount of each such advance multiplied by such Co-Lender's undivided Credit Facility Percentage of the requested Advance specified in such Borrowing Notice, Interest. Borrowers expressly acknowledge and agree that (Bi) each Co-Agent belonging Lender directly assumes the obligation to a Conduit Group fund, and shall determine whether have the sole obligation to fund, its Conduit, if any, will fund a Loan Credit Facility Percentage Interest in an amount equal to its Conduit Group’s Percentage each advance of the requested Advance specified in such Borrowing Notice. In the event that a Credit Facility which is made, or required to be made, by Co-Agent elects not to have its Conduit make any such Loan to BorrowerLenders in accordance with the provisions of this Agreement, (ii) the applicable obligations and liabilities of Co-Agent shall promptly notify Lenders in respect of the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Credit Facility are several obligations and liabilities and not joint and several obligations and liabilities of Co-Lenders, (1iii) each Unaffiliated Committed Lender severally agrees Borrowers shall not have the right under any fact or circumstance to fund a Loan in an amount equal look to its Percentage any other party, including, without limitation, any other Co-Lender, for the funding of the requested Advanceportion of the Credit Facility which is required to be funded by a particular Co-Lender in accordance with the provisions of this Agreement if such Co-Lender shall default in doing so, all risk of such default being assumed in all respects by Borrowers, (2iv) each the respective rights and obligations of such Conduit’s Committed Co-Lenders severally agrees to fund a Loan vis-a-vis one another (including, without limitation, voting and approval rights), shall be as set forth in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan the Co-Lenders Agreement, and (3v) each other Conduit Borrowers shall fund not have the right to examine or receive a Loan in an amount equal to its Percentage copy of the required AdvanceCo-Lenders Agreement. Subject to the terms and provisions contained therein, provided the Co-Lenders Agreement provides, among other things, that without the unanimous consent of Co-Lenders, (i) no Collateral may be released other than in accordance with the express provisions of the Credit Facility Documents, (ii) neither Borrowers nor any Guarantor may be released from liability under the Credit Facility Documents, (iii) neither the interest rate nor any other fees or charges payable under the Credit Facility Documents may be changed or modified. Borrowers acknowledge and agree that (i) the voting and approval rights of Co-Lenders are for illustrative purposes only and do not constitute a complete or exhaustive list of decisions upon which Co-Lenders may exercise voting and approval rights, or of the authority of Agent, in respect of the Credit Facility; provided, however, that Borrowers shall have the right to rely on the advice of Agent as to any action taken or not taken by Co-Lenders or as to any approval given or not given by Co-Lenders or as to the authority of Agent, all as more particularly set forth in paragraph 46 of this Agreement, (ii) the aforesaid voting and approval rights of Co-Lenders and authority of Agent may at any time subsequent to the closing of the Credit Facility (and without prior notice to or approval by Borrowers) be modified by Co-Lenders either (x) at no time may in accordance with the aggregate principal amount provisions of any Conduit Group’s Loans outstandingthe Co-Lenders Agreement, exceed or (y) otherwise in the lesser sole and absolute discretion of (x) Co-Lenders, and to the aggregate amount extent pertaining to Agent, with the approval of such Conduit’s Committed Lenders’ CommitmentsAgent, and (yiii) such Conduit Group’s Percentage of the Borrowing Base (such lesser amountBorrowers shall in no event or under any circumstances have any right to review, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of approve or consent to any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice modification or amendment to the Co-Agents)Lenders Agreement, terminate all of which may be made without any notice to or approval by Borrowers, in whole the sole and absolute discretion of Co-Lenders. Agent shall promptly inform Borrowers of any such change in the voting and approval rights of Co-Lenders or reduce in partthe authority of Agent, ratably among it being agreed that (i) any failure by Agent to so notify Borrowers shall not prevent any such change in voting and approval rights of Co-Lenders or in the Committed authority of Agent from becoming effective, and (ii) neither Agent nor Co-Lenders shall in accordance with their respective Commitments, the unused portion any event have any liability of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal any nature whatsoever to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective CommitmentsBorrowers for any failure by Agent to so notify Borrowers.

Credit Facility. (a) Upon Subject to the terms and subject conditions set forth herein, each Lender severally agrees to make loans (each such loan, an “Advance”) up to such Lender’s commitment amount as set forth in Exhibit A (“Commitment Amount”), such aggregate Commitment Amount shall not be less than $3,000,000, to the conditions hereof, Borrower from time to time prior from the Effective Date until the maturity date of the Note (as defined below); provided, however, that after given effect to the Facility Termination Date: any Advances, (i) Borrower may request Advances in an the aggregate outstanding principal amount at any one time outstanding of all Lenders shall not to exceed the lesser of the Aggregate Commitment $5,000,000 and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate outstanding principal amount of any Conduit GroupLender shall not exceed such Lender’s Loans outstandingCommitment Amount. The Advances shall be made pro rata in accordance with each Lender’s Pro Rata Percentages (as defined below). For the purpose of this Agreement, exceed the lesser of Lender’s Pro Rata Percentage shall mean (xi) such Lender’s Commitment Amount divided by (ii) the aggregate amount Commitment Amounts of such Conduit’s Committed all Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) The Advances shall be evidenced by separate subordinated unsecured promissory notes of the Borrower in substantially the form of Exhibit B attached hereto dated of even date with this Agreement (each a “Note” and collectively, the “Notes”), and completed with appropriate insertions of Lender’s Commitment Amount. The Note shall be payable to the order of each Lender in the principal amount equal to such Lender’s Commitment Amount or, if less, the outstanding amount of all Advances made by such Lender, plus interest accrued thereon, as set forth below. All Advances shall be made pursuant the terms and obligations set forth in the Note. (c) For the purposes of the Advances, subject to the limitations, terms and conditions set forth in the Notes, the Borrower may, upon at least 10 Business Days’ from time to time, prior to the Due Date (as defined in the Note), draw down, repay, and re-borrow on the Note, by giving notice to the Funding Agent Lenders of the amount to be requested to be drawn down. (who d) All Advances shall promptly provide such notice to be used by the Co-AgentsBorrower for general working capital purposes. (e) The Agreement, Notes and Warrants (as defined below), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance together with their respective Commitments, the unused portion all of the Aggregate Commitment; provided that each partial reduction of other agreements, documents, and instruments heretofore or hereafter executed in connection therewith or with the Aggregate Commitment Advances to be made under this Agreement, as the same may be amended, supplemented or modified from time to time, shall collectively be in an amount equal referred to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce herein as the Commitments of the Committed Lenders ratably in accordance with their respective Commitments“Loan Documents.”

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) Date upon receipt of a copy of each Borrowing NoticeNotice from Borrower, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group Agents shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s 's Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) Borrower and, unless Borrower cancels its Borrowing Notice as to all LendersNotice, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders 's Liquidity Banks severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s 's Percentage of such Loan to Borrower, on the terms and (3) each other Conduit shall fund a Loan in an amount equal subject to its Percentage of the required Advanceconditions hereof, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s such Conduit's and such Conduit's Liquidity Banks' Loans outstanding, outstanding exceed the lesser of (xi) the aggregate amount of such Conduit’s Committed Lenders’ 's Liquidity Banks' Commitments, and (yii) such Conduit Conduit's Group’s 's Percentage of the Borrowing Base (such lesser amount, such the "Conduit Group’s “Allocation Limit”"), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such ' notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders Liquidity Banks in each Group in accordance with their respective Commitmentssuch Group's Percentage, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 5,000,000 per Group (or a larger integral multiple of $1,000,000 per Group if in excess thereof) and shall reduce the Commitments of the Committed Lenders Liquidity Banks in each Group ratably in accordance with their respective CommitmentsPro Rata Shares.

Credit Facility. (a) Upon Subject to the terms and subject conditions of this Agreement, Lender hereby agrees to extend a LOC of up to $15,000,000 (the conditions hereof, “Advances”) to Borrower from time to time prior to from the Facility Termination Date: date hereof until December 31, 2022. All Advances shall be made pursuant the terms and obligations set forth in a promissory note in substantially the form attached hereto as Exhibit A (i) the “Note”). Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser shall provide Lender with a reasonably detailed explanation of the Aggregate Commitment principal purposes for which the proceeds from any requested Advances are intended to be used and the Borrowing Base (approximate amount intended to be used for each such lesser amountpurpose and, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Noticesuch explanation, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in shall authorize and approve such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan which authorization and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advanceapproval will not be unreasonably withheld, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekdelayed or conditioned. (b) At any time after the initial Advance, if any, under this Agreement, Lender will be entitled to appoint a majority of the members of the Board of Directors of Borrower or, if Lender exercises such right after the completion of the transactions contemplated by the Merger Agreement (as defined below), a majority of the members of the Board of Directors of Obalon, which will then be Borrower’s parent company, in each case subject to and in accordance with Borrower’s or, if applicable, Obalon’s certificate of incorporation and bylaws, the Delaware General Corporation Law, the rules of the Nasdaq Stock Market (including Nasdaq Listing Rule 5640), and any other applicable laws, rules and regulations. Lender may exercise such right by providing written notice to Borrower. Following Borrower’s receipt of such notice from Lender, Borrower will reasonably cooperate with Lender in order to cause Lender’s designated nominees, who must be reasonably acceptable to and approved by Borrower (such approval not to be unreasonably withheld, delayed or conditioned), to be appointed to the Board of Directors of Borrower or, if applicable, Obalon, as soon as reasonably practicable. (c) For the purposes of the Advances, subject to the limitations, terms and conditions set forth in this Agreement and the Note, Borrower may, upon from time to time, draw down, repay, and re-borrow on the Note, by giving notice to Lender of the amount to be requested to be drawn down. (d) In order to secure Borrower’s performance under the Note, Borrower agrees that the amount of any Advances under the LOC will be subject to, and considered Secured Obligations under, the Security Agreement. (e) Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) to Lender of each proposed borrowing of an Advance not later than 1:00 p.m. Eastern time at least 10 Business Days’ notice three business days prior to the Funding Agent (who shall promptly provide proposed date of such borrowing. Each such notice shall be effective upon receipt by Lender, shall be irrevocable, and shall specify the date and amount of such borrowing. Not later than 1:00 p.m. Eastern time on the date of a proposed Advance, Lender shall pay over the requested Advance to Borrower on the Co-Agents), terminate in whole requested borrowing date. Each borrowing shall be on a business day. The minimum amount of any Advance shall be $500,000 and the maximum amount of any Advance shall be $1,250,000 (or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitmentsif less, the unused portion remaining undrawn amount of the Aggregate Commitment; provided that each partial reduction LOC). After the date of the Aggregate Commitment initial Advance, if any, under the LOC, any subsequent Advance shall not be in an amount equal to $20,000,000 made sooner than 30 days after the date of any previous Advance without Lender’s prior written consent. (or a larger integral multiple of $1,000,000 if in excess thereoff) This Agreement, the Note and shall reduce the Commitments Security Agreement, together with all of the Committed Lenders ratably other agreements, documents, and instruments heretofore or hereafter executed in accordance connection therewith or with their respective Commitmentsthe Advances to be made under this Agreement, as the same may be amended, supplemented or modified from time to time, shall collectively be referred to herein as the “Loan Documents.”

Credit Facility. (a) Upon Subject to the terms and subject conditions of this Agreement, Lender hereby agrees to extend a LOC of up to $15,000,000 (the conditions hereof, “Advances”) to Borrower from time to time prior to from the Facility Termination Date: date hereof until December 31, 2022. All Advances shall be made pursuant the terms and obligations set forth in a promissory note in substantially the form attached hereto as Exhibit A (i) the “Note”). Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser shall provide Lender with a reasonably detailed explanation of the Aggregate Commitment principal purposes for which the proceeds from any requested Advances are intended to be used and the Borrowing Base (approximate amount intended to be used for each such lesser amountpurpose and, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Noticesuch explanation, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in shall authorize and approve such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan which authorization and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advanceapproval will not be unreasonably withheld, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekdelayed or conditioned. (b) At any time after the initial Advance, if any, under this Agreement, Lender will be entitled to appoint a majority of the members of the Board of Directors of Borrower or, if Lender exercises such right after the completion of the transactions contemplated by the Merger Agreement (as defined below), a majority of the members of the Board of Directors of Obalon, which will then be Borrower’s parent company, in each case subject to and in accordance with Borrower’s or, if applicable, Obalon’s certificate of incorporation and bylaws, the Delaware General Corporation Law, the rules of the Nasdaq Stock Market (including Nasdaq Listing Rule 5640), and any other applicable laws, rules and regulations. Lender may exercise such right by providing written notice to Borrower. Following Borrower’s receipt of such notice from Lender, Borrower will reasonably cooperate with Lender in order to cause Lender’s designated nominees, who must be reasonably acceptable to and approved by Borrower (such approval not to be unreasonably withheld, delayed or conditioned), to be appointed to the Board of Directors of Borrower or, if applicable, Obalon, as soon as reasonably practicable. (c) For the purposes of the Advances, subject to the limitations, terms and conditions set forth in this Agreement and the Note, Borrower may, upon from time to time, draw down, repay, and re-borrow on the Note, by giving notice to Lender of the amount to be requested to be drawn down. (d) In order to secure Borrower’s performance under the Note, Borrower agrees that the amount of any Advances under the LOC will be subject to, and considered Secured Obligations under, the Security Agreement. (e) Borrower shall give written notice or telephonic notice (followed promptly by written confirmation thereof) to Lender of each proposed borrowing of an Advance not later than 1:00 p.m. Eastern ​ time at least 10 Business Days’ notice three business days prior to the Funding Agent (who shall promptly provide proposed date of such borrowing. Each such notice shall be effective upon receipt by Lender, shall be irrevocable, and shall specify the date and amount of such borrowing. Not later than 1:00 p.m. Eastern time on the date of a proposed Advance, Lender shall pay over the requested Advance to Borrower on the Co-Agents), terminate in whole requested borrowing date. Each borrowing shall be on a business day. The minimum amount of any Advance shall be $500,000 and the maximum amount of any Advance shall be $1,250,000 (or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitmentsif less, the unused portion remaining undrawn amount of the Aggregate Commitment; provided that each partial reduction LOC). After the date of the Aggregate Commitment initial Advance, if any, under the LOC, any subsequent Advance shall not be in an amount equal to $20,000,000 made sooner than 30 days after the date of any previous Advance without Lender’s prior written consent. (or a larger integral multiple of $1,000,000 if in excess thereoff) This Agreement, the Note and shall reduce the Commitments Security Agreement, together with all of the Committed Lenders ratably other agreements, documents, and instruments heretofore or hereafter executed in accordance connection therewith or with their respective Commitmentsthe Advances to be made under this Agreement, as the same may be amended, supplemented or modified from time to time, shall collectively be referred to herein as the “Loan Documents.”

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) Date upon receipt of a copy of each Borrowing NoticeNotice from Borrower, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group Agents shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) Borrower and, unless Borrower cancels its Borrowing Notice as to all LendersNotice, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders Liquidity Banks severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s Percentage of such Loan to Borrower, on the terms and (3) each other Conduit shall fund a Loan in an amount equal subject to its Percentage of the required Advanceconditions hereof, provided that (x) at no time may the aggregate principal amount of any Conduit Groupsuch Conduit’s and such Conduit’s Liquidity Banks’ Loans outstanding, outstanding exceed the lesser of (xi) the aggregate amount of such Conduit’s Committed LendersLiquidity Banks’ Commitments, and (yii) such Conduit Conduit’s Group’s Percentage of the Borrowing Base (such lesser amount, such the “Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders Liquidity Banks in each Group in accordance with their respective Commitmentssuch Group’s Percentage, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 5,000,000 per Group (or a larger integral multiple of $1,000,000 per Group if in excess thereof) and shall reduce the Commitments of the Committed Lenders Liquidity Banks in each Group ratably in accordance with their respective CommitmentsPro Rata Shares.

Credit Facility. (a) Upon the terms and subject Subject to the conditions hereofprovisions in the Loan Papers, from time each Revolver Lender hereby severally and not jointly agrees to time prior lend to the Facility Termination Date: (i) Borrower may request Advances its Commitment Percentage of one or more Revolver Loans in an aggregate principal amount outstanding at any one time outstanding not up to exceed such Revolver Lender’s Revolver Commitment; provided that: (i) each Revolver Loan must occur on a Business Day and no later than the lesser of Business Day immediately preceding the Aggregate Commitment and Termination Date for the Borrowing Base (such lesser amount, the “Borrowing Limit”)Revolver Facility; and (ii) upon receipt each Revolver Loan must be in an amount not less than (A) $500,000 or a greater integral multiple of $100,000 (if a copy Daily SOFR Rate Loan), or (B) $1,000,000 or a greater integral multiple of each Borrowing Notice$100,000 (if a Term Reference Rate Loan); and (iii) on any date of determination, after giving effect to the requested Revolver Loan, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan the Revolver Commitment Usage may not exceed the Revolver Commitment then in an amount equal to its Percentage of the requested Advance specified in such Borrowing Noticeeffect, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduitthe aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, if any, will fund a Loan in an amount equal to its Conduit Groupplus such Revolver Lender’s Commitment Percentage of the requested Advance specified in Outstanding Amount of all L/C Exposure shall not exceed such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Revolver Lender’s Revolver Commitment. Revolver Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall may be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, repaid or reborrowed from time to time in accordance with their respective Percentages. Each the terms and provisions of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekLoan Papers. (b) Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan Papers, each Term Loan Lender severally, but not jointly, made one or more Term Loans in Dollars to Borrower mayon the Closing Date, upon at least 10 Business Days’ notice in an aggregate amount not to exceed such Term Loan Lender’s Commitment Percentage of the Funding Agent (who Term Loan Facility. Each Term Loan Borrowing shall promptly provide such notice to consist of Term Loans made simultaneously by the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Term Loan Lenders in accordance with their respective Commitments, the unused portion Commitment Percentage of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereofTerm Loan Facility. Amounts borrowed under this Section 2.1(b) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitmentsrepaid or prepaid may not be reborrowed.

Credit Facility. (a) Upon the terms and subject Subject to the conditions hereofprovisions in the Loan Papers, from time each Revolver Lender hereby severally and not jointly agrees to time prior lend to the Facility Termination Date: (i) Borrower may request Advances its Commitment Percentage of one or more Revolver Loans in an aggregate principal amount outstanding at any one time outstanding not up to exceed such Revolver Lender’s Revolver Commitment; provided that: (i) each Revolver Loan must occur on a Business Day and no later than the lesser of Business Day immediately preceding the Aggregate Commitment and Termination Date for the Borrowing Base (such lesser amount, the “Borrowing Limit”)Revolver Facility; and (ii) upon receipt each Revolver Loan must be in an amount not less than (A) $500,000 or a greater integral multiple of $100,000 (if a copy Base Rate Loan), or (B) $1,000,000 or a greater integral multiple of each Borrowing Notice$100,000 (if a Eurocurrency Rate Loan); and (iii) on any date of determination, after giving effect to the requested Revolver Loan, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan the Revolver Commitment Usage may not exceed the Revolver Commitment then in an amount equal to its Percentage of the requested Advance specified in such Borrowing Noticeeffect, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduitthe aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, if any, will fund a Loan in an amount equal to its Conduit Groupplus such Revolver Lender’s Commitment Percentage of the requested Advance specified in Outstanding Amount of all L/C Exposure, plus such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Revolver Lender’s Commitment Percentage of the requested Advance, (2) each Outstanding Amount of all Swing Line Loans shall not exceed such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Revolver Lender’s Revolver Commitment. Revolver Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall may be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, repaid or reborrowed from time to time in accordance with their respective Percentages. Each the terms and provisions of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekLoan Papers. (b) Term Loan Lenders made Term Loans to Borrower mayon May 1, 2015, October 14, 2016, and during the Delayed Draw Availability Period. Subject to and in reliance upon at least 10 Business Days’ notice the terms, conditions, representations, and warranties in the Loan Papers, each Term Loan Lender severally, but not jointly, made one or more Term Loans in Dollars to Borrower on the Funding Agent (who Second Amendment Closing Date, in an aggregate amount together with the Term Loans made on May 1, 2015, October 14, 2016, and during the Delayed Draw Availability Period not to exceed such Term Loan Lender’s Commitment Percentage of the Term Loan Facility. Each Term Loan Borrowing shall promptly provide such notice to consist of Term Loans made simultaneously by the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Term Loan Lenders in accordance with their respective Commitments, the unused portion Commitment Percentage of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereofTerm Loan Facility. Amounts borrowed under this Section 2.1(b) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitmentsrepaid or prepaid may not be reborrowed.

Credit Facility. (a) Upon the terms and subject Subject to the conditions hereofprovisions in the Loan Papers, from time each Revolver Lender hereby severally and not jointly agrees to time prior lend to the Facility Termination Date: (i) Borrower may request Advances its Commitment Percentage of one or more Revolver Loans in an aggregate principal amount outstanding at any one time outstanding not up to exceed such Revolver Lender’s Revolver Commitment; provided that: (i) each Revolver Loan must occur on a Business Day and no later than the lesser of Business Day immediately preceding the Aggregate Commitment and Termination Date for the Borrowing Base (such lesser amount, the “Borrowing Limit”)Revolver Facility; and (ii) upon receipt each Revolver Loan must be in an amount not less than (A) $500,000 or a greater integral multiple of $100,000 (if a copy BaseDaily SOFR Rate Loan), or (B) $1,000,000 or a greater integral multiple of each Borrowing Notice$100,000 (if a EurocurrencyTerm Reference Rate Loan); and (iii) on any date of determination, after giving effect to the requested Revolver Loan, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan the Revolver Commitment Usage may not exceed the Revolver Commitment then in an amount equal to its Percentage of the requested Advance specified in such Borrowing Noticeeffect, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduitthe aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, if any, will fund a Loan in an amount equal to its Conduit Groupplus such Revolver Lender’s Commitment Percentage of the requested Advance specified in Outstanding Amount of all L/C Exposure, plus such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Revolver Lender’s Commitment Percentage of the requested Advance, (2) each Outstanding Amount of all Swing Line Loans shall not exceed such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Revolver Lender’s Revolver Commitment. Revolver Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall may be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, repaid or reborrowed from time to time in accordance with their respective Percentages. Each the terms and provisions of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekLoan Papers. (b) Term Loan Lenders made Term Loans to Borrower mayon May 1, 2015, October 14, 2016, and during the Delayed Draw Availability Period. Subject to and in reliance upon at least 10 Business Days’ notice the terms, conditions, representations, and warranties in the Loan Papers, each Term Loan Lender severally, but not jointly, made one or more Term Loans in Dollars to Borrower on the Funding Agent (who Second Amendment Closing Date, in an aggregate amount together with the Term Loans made on May 1, 2015, October 14, 2016, and during the Delayed Draw Availability Period not to exceed such Term Loan Lender’s Commitment Percentage of the Term Loan Facility. Each Term Loan Borrowing shall promptly provide such notice to consist of Term Loans made simultaneously by the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Term Loan Lenders in accordance with their respective Commitments, the unused portion Commitment Percentage of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereofTerm Loan Facility. Amounts borrowed under this Section 2.1(b) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitmentsrepaid or prepaid may not be reborrowed.

Credit Facility. (a) Upon Borrower may request Advances and unless an Event of Default has occurred and is continuing, Lender shall make the terms and subject to the conditions hereofAdvances so requested, from time to time prior to during the Facility period from the date hereof until the Termination Date: (i) Borrower may request Advances . Interest shall accrue on each Advance as described in an aggregate principal amount at Section 6 below. Lender will refuse to make any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event Borrower that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may would cause the aggregate principal amount of: (a) the Advances outstanding hereunder to exceed the Facility Amount; and (b) the Advances outstanding hereunder to exceed the limits set forth the Borrowing Base; provided that in no instance shall the principal amount of the Advances exceed the amount permitted under any applicable law, regulation, rule or direction of any Conduit Group’s Loans outstandingapplicable regulatory authority. Borrower may, exceed upon five (5) Banking Days’ prior written notice to Lender, terminate the lesser of (x) credit facility hereunder at any time, or reduce the aggregate amount of such Conduit’s Committed Lenders’ CommitmentsFacility Amount from time to time; provided, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amounthowever, such Conduit Group’s “Allocation Limit”), and (y) that at no time may shall the Facility Amount be reduced to an amount less than the aggregate principal amount balance of any Unaffiliated Committed Lender’s Loans all outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, any such termination or reduction shall be secured by permanent and Borrower shall have no right to thereafter reinstate or increase, as the Collateral as provided in Article XIII. Subject to Sections 1.6(dcase may be, the credit facility hereunder or the Facility Amount.” (d) and (e), it is the intent The first sentence of Section 6 of the Conduits, but not Agreement is deleted and replaced with the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. following: “Borrower shall not make a request for more pay interest to Lender on the aggregate unpaid principal amounts of each Advance from time to time outstanding at an annual rate quoted by Lender equal to the Applicable Margin plus the LIBOR Rate; provided that, if the initial Advance priced at the LIBOR Rate occurs other than six (6) Advances during any calendar on the first day of the month, and no more than six (6) Advances the initial LIBOR Rate shall occur, during any calendar month. No more than be that one-month LIBOR rate in effect two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice New York Banking Days prior to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion date of the Aggregate Commitment; provided that each partial reduction of initial Advance priced at the Aggregate Commitment LIBOR Rate, which rate plus the Applicable Margin shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce effect until the Commitments first day of the Committed Lenders ratably in accordance with their respective Commitmentsfollowing month.”

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”"BORROWING LIMIT"); and (ii) upon receipt of a copy of each Borrowing NoticeNotice from Borrower, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group Agents shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s 's Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) Borrower and, unless Borrower cancels its Borrowing Notice as to all LendersNotice, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders 's Liquidity Banks severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s 's Percentage of such Loan to Borrower, on the terms and (3) each other Conduit shall fund a Loan in an amount equal subject to its Percentage of the required Advanceconditions hereof, provided that (x) PROVIDED THAT at no time may the aggregate principal amount of any Conduit Group’s such Conduit's and such Conduit's Liquidity Banks' Loans outstanding, outstanding exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ 's Liquidity Banks' Commitments, and (y) such Conduit Conduit's Group’s 's Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”the "CONDUIT ALLOCATION LIMIT"), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, Conduits to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such ' notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders Liquidity Banks in each Group in accordance with their respective Commitmentssuch Conduit Group's Percentage, the unused portion of the Aggregate Commitment; provided that PROVIDED THAT each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 5,000,000 per Conduit Group (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders Liquidity Banks ratably in accordance with their respective CommitmentsPro Rata Shares.

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may may, at its option, request Advances from the Lenders, ratably (based on Lender Group Shares), in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and; (ii) upon receipt subject to the terms and conditions of a copy of this Agreement, each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan Group shall make available Loans in an amount equal to its Percentage the lesser of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Lender Group’s Percentage of Lender Group Limit and the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed related Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Share of the requested Advance, as provided for herein; (2iii) each any Non-Committed Conduit may, at its option, make available its Lender Group Share of such Conduit’s the requested Advance, or if any Non-Committed Lenders Conduit shall decline to make available its Lender Group Share of any Advance, except as otherwise provided in Section 1.2, the Liquidity Banks that are members of the related Lender Group severally agrees agree to fund a Loan make Loans in an aggregate principal amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Lender Group’s Percentage Lender Group Limit and the related Lender Group Share of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentagesrequested Advance. Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, each Conduit to fund its Lender Group Share of all Advances by the issuance of Commercial PaperPaper (other than in the case of GECC, which will not issue Commercial Paper to fund its Advances). The portion of each Advance to be funded by the GECC Lender Group shall be made by GECC (the “GE Swing Line Lender”) as a swing line advance (each, a “Swing Line Advance”) for the benefit of the Lenders in the GECC Lender Group. Each Swing Line Advance made by the GE Swing Line Lender shall be deemed to be the portion of the Advance funded by the Lenders in the GECC Lender Group for all purposes of this Agreement and each Swing Line Advance shall be an arrangement between the GECC Group and the Lenders in the GECC Lender Group only; provided that all obligations of the Borrower with respect to the related Advance shall not make a request for more be affected by any Swing Line Advance made hereunder. The GECC Group, at any time and from time to time no less frequently than six (6) Advances during any calendar once per month, and no more than six shall request each applicable Lender in the GECC Lender Group to pay its portion of the Swing Line Advances to the GECC Swing Line Lender, which payment shall convert such Swing Line Advance to an Advance made directly by the Lenders in the GECC Lender Group. Each such Lender in the GECC Lender Group shall disburse directly to the GE Swing Line Lender, its Pro Rata Share of the GECC Lender Group Lender Group Share of such Advance prior to 2:00 p.m. (6) Advances shall occurNew York time), during any calendar month. No more than two (2) Advances shall occur, during any calendar weekin immediately available funds on the Business Day next succeeding the date on which such request is made. (b) Borrower may, upon at least 10 Business Daysten (10) days’ notice to the Funding Agent (who shall promptly provide such notice to and the Co-Lender Group Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective CommitmentsLender Groups, the unused portion of the Aggregate CommitmentCommitment of the Liquidity Banks; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce either (i) with respect to any Lender Group the related Conduit of which is a Non-Committed Conduit, the Commitments of the Liquidity Banks of each Lender Group ratably among such Liquidity Banks in such Lender Group or (ii) with respect to any Lender Group the related Conduit of which is a Committed Lenders ratably Conduit, the Commitment of such Conduit. (c) Agent may, in accordance with their respective Commitmentsgood faith, from time to time, upon not less than ten (10) days’ prior notice to Borrower, reduce the Borrowing Limit from the amounts set forth in Section 1.1 (a) to the extent that the Agent determines in its good faith credit judgment that (i) the likelihood of collection of the Receivables has decreased or there has been a deterioration in the performance of the Receivables from historical levels or (ii) the quality, stress level, concentration level or mix of the Receivables has deteriorated from historical levels. In determining whether to reduce the Borrowing Limit, the Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Receivables or in establishing the Net Pool Balance.

Credit Facility. (a) Upon Advances. From time to time during the Availability Period, subject to the terms and subject conditions of this Agreement, the Lender shall make Advances to the conditions hereofBorrower, which the Borrower may repay and reborrow, up to an aggregate outstanding principal amount not to exceed at any time the Commitment then in effect. Without limiting the foregoing, the parties agree that the amounts to be advanced hereunder are available on a stand by basis solely to fund customer withdrawal obligations of the Guarantor, as such obligations become due, and shall be available to the Borrower only after the Guarantor has received the Additional 1031 Liquidity and would have less than US$5,000,000.00 of aggregate cash and cash equivalents available after funding the applicable customer withdrawal obligations then due. The Availability Period may be extended upon the mutual written agreement of the Lender and the Borrower. Notwithstanding the foregoing, the Lender may, in its sole and absolute discretion, make or permit to remain outstanding Advances under the Loan in excess of the original principal amount of the Note, and all such amounts shall (i) be part of the Obligations evidenced by the Note, (ii) bear interest as provided herein, (iii) be payable upon demand by the Lender, and (iv) be entitled to all rights and security as provided hereunder and the other Loan Documents. (b) Advances shall be made by the Lender upon its receipt from time the Borrower of an Advance Request, in form satisfactory to time the Lender, delivered to the Lender no later than 12:00 noon (Eastern Time) on the Business Day prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage date of the requested Advance, setting forth the amount of the Advance requested and the proposed Advance Date (2which shall be a Business Day), together with a certificate executed by the Borrower (i) each certifying that, as of such Conduit’s Committed Lenders severally agrees the proposed Advance Date, the aggregate cash and cash equivalents on hand of the Guarantor would be less than US$5,000,000.00 after giving effect to the payment of the applicable customer withdrawal obligations then due, (ii) setting forth the amount and type of customer withdrawals from the Guarantor that will be funded with the Advance, (iii) certifying that all of the proceeds of the requested Advance will be used to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitmentscustomer withdrawals therein so described, and (yiv) certifying as to the other matters set forth in Section 4.2. The Advance Request shall also provide such Conduit Group’s Percentage other information as the Lender may require. The Lender's acceptance of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance a request shall be made ratably amongst indicated only upon its making the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekAdvance requested. (bc) All Advances shall be disbursed in immediately available funds directly from the Lender to the Guarantor, and the Borrower hereby authorizes the Lender to disburse directly to the Guarantor any and all Advances. (d) Without limiting the foregoing, upon the occurrence of any Default, the Lender may, upon at least 10 Business Days’ without notice to the Funding Agent (who shall promptly provide such notice Borrower or the Guarantor, decline to make any additional Advances to or for the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion benefit of the Aggregate Commitment; provided that each partial reduction of Borrower or the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective CommitmentsGuarantor.

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may may, at its option, request Advances from the Lenders, ratably (based on Lender Group Shares), in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and; (ii) upon receipt subject to the terms and conditions of a copy of this Agreement, each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan Group shall make available Loans in an amount equal to its Percentage the lesser of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Lender Group’s Percentage of Lender Group Limit and the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed related Lender severally agrees to fund a Loan in an amount equal to its Percentage Group Share of the requested Advance, as provided for herein; and (2iii) each any Non-Committed Conduit may, at its option, make available its Lender Group Share of such Conduit’s the requested Advance, or if any Non-Committed Lenders Conduit shall decline to make available its Lender Group Share of any Advance, except as otherwise provided in Section 1.2, the Liquidity Banks that are members of the related Lender Group severally agrees agree to fund a Loan make Loans in an aggregate principal amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Lender Group’s Percentage Lender Group Limit and the related Lender Group Share of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentagesrequested Advance. Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, each Conduit to fund its Lender Group Share of all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Daysten (10) days’ notice to the Funding Agent (who shall promptly provide such notice to and the Co-Lender Group Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective CommitmentsLender Groups, the unused portion of the Aggregate CommitmentCommitment of the Liquidity Banks; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce either (i) with respect to any Lender Group the related Conduit of which is a Non-Committed Conduit, the Commitments of the Liquidity Banks of each Lender Group ratably among such Liquidity Banks in such Lender Group or (ii) with respect to any Lender Group the related Conduit of which is a Committed Lenders ratably Conduit, the Commitment of such Conduit. (c) Agent may, in accordance with their respective Commitmentsgood faith, from time to time, upon not less than ten (10) days’ prior notice to Borrower, reduce the Borrowing Limit from the amounts set forth in Section 1.1(a) to the extent that the Agent determines in its good faith credit judgment that (i) the likelihood of collection of the Receivables has decreased or there has been a deterioration in the performance of the Receivables from historical levels or (ii) the quality, stress level, concentration level or mix of the Receivables has deteriorated from historical levels. In determining whether to reduce the Borrowing Limit, the Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Receivables or in establishing the Net Pool Balance.

Credit Facility. (a) Upon 1.1 Commencing as of the terms date hereof and until the closing date of the IPO, and subject to the terms and conditions hereofof this Agreement, the Lender has made (or shall make) available to the Company a credit facility with an aggregate amount of up to $625,000 (six hundred and twenty five thousand US dollars) (the “Credit Facility”), which Credit Facility shall be advanced by the Lender to the Company in several drawdowns in accordance with the terms herein. At the same time, and without derogating from time the provisions of Section 1.2 below, the loan of $250,000 (the “Loan Amount”) that was provided by the Lender to time the Company under the Loan Agreement by and between the Company and the Lender dated on August 4, 2022 (“Loan Agreement”), plus the accrued interest thereon, shall be deemed to have been repaid by the Company in accordance with the terms of the Loan Agreement. 1.2 The Company may request to draw on the Credit Facility by providing the Lender with a written request (“Drawdown Request”) at least three (3) days prior to the Facility Termination date of a drawdown or as otherwise agreed between the Parties. On the Effective Date: (i) Borrower may request Advances , in an aggregate principal amount at any one time outstanding not addition to exceed the lesser provisions of the Aggregate Commitment second sentence to Section 1.1 above, and without a need to provide the Borrowing Base (such lesser amountDrawdown Request, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice disburse to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in Company an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments 125,000 out of the Committed Lenders ratably Credit Facility minus the accrued interest of the Loan Amount, calculated as provided for in the Loan Agreement (the “Initial Advance”). 1.3 Except for the Initial Advance, a single Drawdown Request by the Company shall not exceed $125,000, and the Company may not submit a Drawdown Request more than once every calendar month. 1.4 The total amount of all sums that may be drawn under the Credit Facility and from time to time outstanding (including accrued interest, if any) hereunder shall hereinafter be referred to as the “Outstanding Credit”. 1.5 Lender’s failure to advance the funds requested in a Drawdown Request on the requested date therein, which Drawdown Request was submitted to Lender in accordance with their respective Commitmentsthe terms and conditions hereof, shall be deemed a material breach of this Agreement by Xxxxxx, and if not cured within fourteen (14) business days thereafter, the Company shall have the right to terminate the Agreement without prejudice to any other remedy or relief it may have under the agreement or applicable law.

Credit Facility. (a) Upon Not later than the terms and subject to close of business on June 5, 2000, Parent shall enter into such agreements with the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amountCompany, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing NoticeCompany's current lenders and others, and (B) each Co-Agent belonging shall make funds available or provide credit support or other financial accommodation, as may be necessary to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan provide the Company with immediate borrowing availability in an the amount equal to its Conduit Group’s Percentage of $40,000,000 less the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of Unsecured Note (xif issued under Section 7.12(b)) and the aggregate amount purchase price of Company preferred stock (sold to Parent pursuant to Section 7.12(b)), which shall be in addition to amounts currently available to the Company under the Bank Facility. Parent will use its reasonable efforts to make such funds available on terms and conditions not less favorable to the Company than provided for in the Bank Facility. The Company and Parent agree to structure such credit facility in a manner that will not (with or without the giving of notice, the passage of time or both) by the creation thereof or borrowing thereunder breach, violate or cause an acceleration under the terms of the Bank Facility (including all collateral and other documents related thereto), the Company's Senior Floating Rate Notes due 2004 or any other indebtedness of the Company. The Company agrees to use the proceeds of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of credit facility in the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, manner provided for in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekAnnex B hereto. (b) Borrower mayIn the event Parent does not timely comply with Section 7.12(a), upon at least 10 Business Days’ notice it shall not be a breach of this Agreement provided that Parent shall (i) not later than the close of business May 30, 2000, loan to the Funding Agent Company an amount specified in writing by the Company up to $5,000,000 (who shall promptly provide such notice the "UNSECURED NOTE") on an unsecured subordinated basis at the interest rate of the Bank Facility in effect from time to time with a maturity date of December 24, 2004, and (ii) purchase from the Company not later than the close of business on the dates and for the purchase prices set forth below, shares of a series of non-voting preferred stock of the Company with a liquidation value and a redemption value equal to the Co-Agents)purchase price thereof, terminate in whole or reduce in parta mandatory redemption date one year and five days after the Company's Senior Floating Rate Notes due 2004 are due, ratably among and with the Committed Lenders in accordance with their respective Commitmentsterms set forth on Annex C as well as other customary terms, all as may be allowable under the unused portion Bank Facility and the Senior Floating Rate Notes due 2004. The Company agrees to use the proceeds of the Aggregate Commitment; provided that each partial reduction Unsecured Note and the proceeds of the Aggregate Commitment shall be sale of preferred stock in an the manner provided for in Annex B hereto. PURCHASE DATE PURCHASE PRICE June 5, 2000 $ 7,500,000 June 12, 2000 $ 7,500,000 June 19, 2000 $ 7,500,000 June 26, 2000 $17,500,000 less the principal amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.Unsecured Note, if any

Credit Facility. (a) Upon Subject to the terms and subject conditions of this Agreement, the Lenders agree to make available a credit facility for use by any one or more of the conditions hereofBorrowers from time to time during the term of this Agreement. Such credit facility shall be composed of a revolving credit facility consisting of Revolving Loans and Letters of Credit as described in Section 2.2 and Section 2.4. (b) So long as no Default or Event of Default then exists or would result therefrom, the Borrowers, with the prior written consent of the Administrative Agent as to new Lenders as contemplated under clause (b)(v)(z) below, shall have the right to request from time to time prior to the Facility Termination DateDate that one or more Lenders (and/or one or more other Persons that will become Lenders as provided below) provide Incremental Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental Revolving Loans, as the case may be, pursuant thereto; it being understood and agreed, however, that: (i) Borrower may no Lender shall be obligated to provide an Incremental Commitment as a result of any such request Advances by the Borrowers, and until such time, if any, as such Lender has agreed in its sole discretion to provide an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Incremental Commitment and executed and delivered to the Borrowing Base Administrative Agent an Incremental Commitment Agreement as provided in clause (c)(i) of this Section 2.1, such lesser amount, the “Borrowing Limit”); andLender shall not be obligated to fund any Incremental Revolving Loans; (ii) upon receipt any Lender (or, in the circumstances contemplated by clause (v) below, any other Person that qualifies as an Eligible Assignee) may so provide an Incremental Commitment without the consent of any other Lender; (iii) the Incremental Commitments provided pursuant to this clause (b) shall be in a copy minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, Eligible Assignees who will become Lenders)) of each Borrowing Noticeat least $5,000,000 and in integral multiples of $1,000,000 in excess thereof; (iv) the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 2.1(b) shall not exceed $50,000,000; (v) if, after the Borrowers have requested the then existing Lenders (Aother than Defaulting Lenders) each Unaffiliated Committed Lender severally agrees to fund a Loan provide Incremental Commitments pursuant to this clause (b), the Borrowers have not received Incremental Commitments in an aggregate amount equal to its Percentage that amount of Incremental Commitments which the requested Advance specified Borrowers desire to obtain pursuant to such request (as set forth in such Borrowing Noticethe notice provided by the Borrowers as provided below), and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan then the Borrowers may request Incremental Commitments from Persons that would qualify as Eligible Assignees hereunder in an aggregate amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advancedeficiency, provided that (x) any such Incremental Commitment provided by any such Eligible Assignee shall be in a minimum amount (for such Eligible Assignee) of at least $1,000,000, (y) the fees to be paid to such Eligible Assignee shall be no time may greater than those paid (or which were offered) to the aggregate principal amount then existing Lenders providing (or which were requested to provide) the respective requested Incremental Commitments and (z) the prior written consent of the Administrative Agent shall be required with respect to each Person (not an existing Lender) which provides any Incremental Commitment; (vi) the prior written consent of each Letter of Credit Issuer to each new Lender providing an Incremental Commitment shall be required; (vii) each Lender agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make revolving loans and advances (each, an “Incremental Revolving Loan” and, collectively, the “Incremental Revolving Loans”) to the Borrowers as specified in such Incremental Commitment Agreement and such Incremental Revolving Loans shall thereafter be deemed to be Revolving Loans for all purposes of this Agreement and the other Loan Documents; (viii) Incremental Revolving Loans to be made pursuant to such Incremental Commitment Agreement shall mature on the Termination Date and shall bear interest at the same rates (i.e., have the same Applicable Margins) applicable to other Revolving Loans; and (ix) all actions by the Borrowers pursuant to this clause (b) shall be taken in coordination with the Administrative Agent. (c) In connection with the Incremental Commitments to be provided pursuant to preceding clause (b): (i) the Borrowers, the Administrative Agent and each such Lender or other Eligible Assignee which agrees to provide an Incremental Commitment (each such Lender or Eligible Assignee, an “Incremental Lender”) shall execute and deliver to the Administrative Agent (with a copy to the Borrowers) an Incremental Commitment Agreement, with the effectiveness of such Incremental Lender’s Incremental Commitment to occur upon the delivery of such Incremental Commitment Agreement to the Administrative Agent, the obtaining of the consents required by Section 2.1(b) (v) and/or (vi), if and to the extent required pursuant to said clauses, the payment of any Conduit Group’s fees required in connection therewith and the satisfaction of any other conditions precedent that may be set forth in such Incremental Commitment Agreement; (ii) the Borrowers and the other Obligated Parties shall have delivered such amendments, modifications and/or supplements to the Collateral Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the additional Obligations to be incurred pursuant to the Incremental Commitments are secured by, and entitled to the benefits of, the Collateral Documents; (iii) the Administrative Agent shall receive an acknowledgment from the Obligated Parties that the Incremental Revolving Loans outstandingto be incurred pursuant to such Incremental Commitments are entitled to the benefits of the Collateral Documents, exceed the lesser of together with resolutions executed by (x) the aggregate amount Borrowers, authorizing the incurrence of such Conduit’s Committed Lenders’ Commitments, Incremental Revolving Loans pursuant to such Incremental Commitments and (y) each other Obligated Party, stating that the Incremental Revolving Loans to be incurred pursuant to such Conduit Group’s Percentage Incremental Commitments are entitled to benefits of the Borrowing Base Collateral Documents; (iv) the Borrowers shall deliver to the Administrative Agent a certificate of a Responsible Officer of Xxxxx certifying that the Incremental Commitment Agreements and the incurrence of Debt in connection therewith does not violate any of the Second Lien Debt Agreement or any of the other Second Lien Debt Documents; (v) the Borrowers shall deliver to the Administrative Agent an opinion or opinions, in form and substance satisfactory to the Administrative Agent, from counsel to the Borrowers satisfactory to the Administrative Agent and dated the date of such lesser amountIncremental Commitment Agreement, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 9.1 and such other matters as the Administrative Agent may reasonably request, including non-contravention of the Second Lien Debt Documents; (vi) on the date of the making of such Incremental Revolving Loans, such Conduit Group’s “Allocation Limit”Incremental Revolving Loans shall be added to (and form part of) each Borrowing of outstanding Revolving Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding Borrowing of Revolving Loans, and so that the existing Lenders continue to have the same participation (yby amount) at no time may in each Borrowing as they had before the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage making of the Borrowing Base new Incremental Revolving Loans; and (vii) the Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and shall deliver to each Lender a copy of same, and at such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance time Schedule 1.1(A) shall be made ratably amongst deemed modified to reflect the Conduit Groups and Incremental Commitments of such Incremental Lender. To the Unaffiliated Committed Lenders, collectively, extent the provisions contained in accordance with their respective Percentages. Each clause (c)(vi) above require that Lenders making Incremental Revolving Loans add such Incremental Revolving Loans to then outstanding Borrowings of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e)LIBOR Rate Revolving Loans, it is acknowledged that the intent effect thereof may result in such new Incremental Revolving Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBOR Rate Revolving Loans and which will end on the last day of such Interest Period). In connection therewith, the ConduitsBorrowers may agree, but not in the Committed Lendersrespective Incremental Commitment Agreement, to fund all Advances compensate the Lenders making the new Incremental Revolving Loans for funding LIBOR Rate Revolving Loans during an existing Interest Period on such basis as may be agreed by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, Borrowers and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weeksuch respective Lender or Lenders. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon the terms and subject to the conditions hereofof this Agreement, Lender agrees to lend to Borrower such sums that Borrower may request, from time to time prior to the Facility Termination date hereof until but not including the Maturity Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate sum of the outstanding principal amount of any Conduit Group’s all Loans outstanding, (after giving effect to all amounts requested) shall not exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) Commitment at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weektime. (b) Borrower may, upon shall send Lender a Request not later than 5:00 p.m. Los Angeles time at least 10 three Business Days’ notice Days prior to the Funding Agent Drawdown Date (who which must be a Business Day) of the Loan being requested. Lender will notify Borrower by 5:00 p.m., Los Angeles time, on the second Business Day after receipt of the Request, as to whether or not it will fund such a loan. If the Commitment is then in effect, Lender shall promptly provide such notice advance to the Co-Agents)Borrower or directly to such other party or parties as may be specified in the Request, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitmentson behalf of Borrower, the unused portion amounts indicated in the Request. Each advance by Lender on behalf of Borrower shall be deemed a Loan by Lender and will accrue interest beginning on the date the advance is made. Lender will maintain a complete and accurate record of all Loans under this Agreement. (c) The obligation of Borrower to repay to Lender the outstanding principal amount of the Aggregate Commitment; provided that each partial reduction Loans and interest accrued thereon shall be evidenced by a promissory note in the aggregate principal amount of (i) AUD $250,000,000 or (ii) such lesser amount as indicated as outstanding on the grid schedule annexed thereof, executed and delivered by Borrower and payable to the order of Lender, in substantially the form of Exhibit 1 hereto (the "Note"). (d) On the date hereof and as a condition to Lender's obligation to make any Loans, Borrower shall execute and deliver to Lender the Pledge Agreement, of even date herewith, by and between Borrower and Lender, pursuant to which Borrower's obligations hereunder shall be secured by a pledge of all of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple assets of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective CommitmentsBorrower except for Borrower's retained earnings.

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower the Collection Agent, on behalf of Borrowers, may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing NoticeNotice from the Collection Agent, (A) on behalf of Borrowers, each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group Agents shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent Conduit elects not to have its Conduit make any such Loan to BorrowerBorrowers, the applicable Co-Agent shall promptly notify the Funding Collection Agent (who shall promptly notify the Borrower) and, unless Borrower the Collection Agent, on behalf of Borrowers, cancels its Borrowing Notice as to all LendersNotice, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders Liquidity Banks severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s Percentage of such Loan to Borrowers, jointly and (3) each other Conduit shall fund a Loan in an amount equal severally, on the terms and subject to its Percentage of the required Advanceconditions hereof, provided that (x) at no time may the aggregate principal amount of any Conduit Groupsuch Conduit’s and such Conduit’s Liquidity Banks’ Loans outstanding, outstanding exceed the lesser of (x) the aggregate amount of such Conduit’s Committed LendersLiquidity Banks’ Commitments, and (y) such Conduit Conduit’s Group’s Percentage of the Borrowing Base (such lesser amount, such the “Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it It is the intent of the Conduits, but not the Committed Lenders, Conduits to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower The Collection Agent, on behalf of Borrowers, may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders Liquidity Banks in each Conduit Group in accordance with their respective Commitmentssuch Conduit Group’s Percentage, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 1,000,000 per Conduit Group (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders Liquidity Banks ratably in accordance with their respective CommitmentsPro Rata Shares. (c) At least ten Business Days prior to the Cash Secured Advance Commencement Date for any Conduit Group, the Collection Agent, on behalf of Borrowers, shall notify the applicable Co-Agent for such Conduit Group if Borrowers wish the Liquidity Banks in such Conduit Group to make the advances described in this Section 1.1(c). Following such notice, on the Cash Secured Advance Commencement Date for such Conduit Group, subject to satisfaction of the conditions precedent in Section 6.2, each Liquidity Bank in such Conduit Group shall, and severally agrees to, make a Loan to Borrowers, jointly and severally, in an amount equal to the excess of (i) such Liquidity Bank’s Commitment over (ii) the aggregate outstanding principal balance of all Loans of such Liquidity Bank (after giving effect to any purchase made by such Liquidity Bank on or prior to such Cash Secured Advance Commencement Date pursuant to Section 1.7 of this Agreement or pursuant to the Liquidity Agreement to which it is a party) on the Term-Out Liquidity Bank Purchase Date for such Conduit Group, and such Liquidity Bank shall make such Loan by causing an amount equal to such Loan to be deposited in immediately available funds into the Collateral Advance Account.

Credit Facility. (a) Upon The Credit Facility shall be advanced and readvanced by Co-Lenders to Borrowers in accordance with the terms provisions of this Agreement hereinafter set forth, and subject shall be evidenced by, and payable, together with interest thereon, in accordance with the provisions of the 6 Credit Facility Notes and EXHIBIT B attached hereto. Except as specifically provided for to the conditions hereof, contrary in the Co-Lenders Agreement from time to time time, the Credit Facility Notes (the basic form of which is attached hereto as EXHIBIT C) shall be secured on a pari passu basis with each other inter alia by the Mortgages and the Assignments of Leases and Rents. Payments under the Credit Facility must be received by Agent prior to 12:00 noon, Charlotte, North Carolina time, for Borrowers to receive credit for such payment that day. The respective undivided percentage interests (the "Credit Facility Termination Date: Percentage Interests") held by each Co-Lender in the Credit Facility (iinclusive of risk participations in any Letter of Credit which is issued and is outstanding under the Credit Facility) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed on the lesser date of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed this Agreement are as follows: Amount Percentage Interest ----------- ------------------- Smitx Xxxxxx $40,000,000 50% NationsBank $40,000,000 50% Each Co-Lender severally agrees shall be obligated to fund a Loan portion of each advance made under the Credit Facility in an amount accordance with the provisions of this Agreement which is equal to its the amount of each such advance multiplied by such Co-Lender's undivided Credit Facility Percentage of the requested Advance specified in such Borrowing Notice, Interest. Borrowers expressly acknowledge and agree that (Bi) each Co-Agent belonging Lender directly assumes the obligation to a Conduit Group fund, and shall determine whether have the sole obligation to fund, its Conduit, if any, will fund a Loan Credit Facility Percentage Interest in an amount equal to its Conduit Group’s Percentage each advance of the requested Advance specified in such Borrowing Notice. In the event that a Credit Facility which is made, or required to be made, by Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitmentsthe provisions of this Agreement, (ii) the unused obligations and liabilities of Co-Lenders in respect of the Credit Facility are several obligations and liabilities and not joint and several obligations and liabilities of Co-Lenders, (iii) Borrowers shall not have the right under any fact or circumstance to look to any other party, including, without limitation, any other Co-Lender, for the funding of the portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall Credit Facility which is required to be in an amount equal to $20,000,000 (or funded by a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably particular Co-Lender in accordance with their the provisions of this Agreement if such Co-Lender shall default in doing so, all risk of such default being assumed in all respects by Borrowers, (iv) the respective Commitments.rights and obligations of Co-Lenders vis-a-vis one another (including, without limitation, voting and approval rights), shall be as set forth in the Co-Lenders Agreement, and (v) Borrowers shall not have the right to examine or receive a copy of the Co-Lenders Agreement. Subject to the terms and provisions contained therein, the Co-Lenders Agreement provides, among other things, that (A) without the unanimous consent of Co-Lenders, (i) no Collateral may be released other than in accordance with the express provisions of the Credit Facility Documents, (ii) neither Borrowers nor any Guarantor may be released from liability under the Credit Facility Documents, (iii) neither the interest rate nor any other fees or charges payable under the Credit Facility Documents may be changed or modified and (iv) no Credit Facility Documents may be modified, (B) the acceptance of Additional Property for inclusion in the collateral pool for the Credit Facility requires the unanimous approval of Co-Lenders, and (C) Agent has (i) the authority to authorize releases of Collateral in accordance with the express provisions of the Credit Agreement, and (ii) the authority to authorize the making of advances and the issuance of Letters of Credit in accordance, and upon compliance by Borrowers, with the provisions of the Credit Agreement pertaining thereto. Borrowers acknowledge and agree that (i) the voting and approval rights of Co-Lenders and the authority of Agent described in the preceding sentence are for illustrative purposes only and do not constitute a complete or exhaustive list of decisions upon which Co-Lenders may exercise voting and approval rights, or of the authority of Agent, in respect of the Credit Facility; provided, however, that Borrowers shall have the right to rely on the advice of Agent as to any action taken or not taken by Co-Lenders or as to any approval given or not given by Co-Lenders or as to the authority of Agent, all as more particularly set forth in paragraph 58 of this Agreement, (ii) the aforesaid voting and approval rights of Co-Lenders and authority of Agent may at any time subsequent to the closing

Credit Facility. Notwithstanding the foregoing, the Administrative Agent and the Borrower may amend any Loan Document to correct any obvious errors, mistakes, omissions, defects or inconsistencies and such amendment shall become effective without any further consent of any other party to such Loan Document other than the Administrative Agent and the Borrower. (ac) Upon Notwithstanding the terms provisions of Section 9.02(b), amendments to this Agreement pursuant to Section 2.21(c) and subject Section 2.22 may be effected without the consent of any Lenders other than the Administrative Agent, the Issuing Banks, the Swingline Lender and each Lender making a New Commitment or extending a Commitment. (d) The Lenders hereby irrevocably agree that any Guarantor shall be automatically released from the Guarantee upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary or upon any Subsidiary becoming an Excluded Subsidiary, provided that with respect to any Excluded Subsidiary that is a Guarantor on the Closing Date or that has become a Guarantor after the Closing Date at the request of the Borrower, such Excluded Subsidiary shall be automatically released from the Guaranty upon written notice thereof from a Responsible Officer of the Borrower to the conditions hereofAdministrative Agent certifying that (i) such Excluded Subsidiary is an Excluded Subsidiary and (ii) on such date, or concurrently with such release, such Excluded Subsidiary shall be automatically released as a guarantor under the Cross Guarantee Agreement, dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior time) entered by the Borrower and the other signatories party thereto, and is not a guarantor of the Bonds or any other material Indebtedness of the Borrower or any Subsidiary. The Lenders hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor pursuant to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed foregoing provisions of this paragraph, all without the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) upon receipt of a copy of each Borrowing Notice, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount further consent or joinder of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.

Credit Facility. (a) Upon the terms and subject Subject to the conditions hereofprovisions in the Loan Papers, from time each Revolver Lender hereby severally and not jointly agrees to time prior lend to the Facility Termination Date: (i) Borrower may request Advances its Commitment Percentage of one or more Revolver Loans in an aggregate principal amount outstanding at any one time outstanding not up to exceed such Revolver Lender’s Revolver Commitment; provided that: (i) each Revolver Loan must occur on a Business Day and no later than the lesser of Business Day immediately preceding the Aggregate Commitment and Termination Date for the Borrowing Base (such lesser amount, the “Borrowing Limit”)Revolver Facility; and (ii) upon receipt each Revolver Loan must be in an amount not less than (A) $500,000 or a greater integral multiple of $100,000 (if a copy Base Rate Loan), or (B) $1,000,000 or a greater integral multiple of each Borrowing Notice$100,000 (if a Eurocurrency Rate Loan); and (iii) on any date of determination, after giving effect to the requested Revolver Loan, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan the Revolver Commitment Usage may not exceed the Revolver Commitment then in an amount equal to its Percentage of the requested Advance specified in such Borrowing Noticeeffect, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduitthe aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, if any, will fund a Loan in an amount equal to its Conduit Groupplus such Revolver Lender’s Commitment Percentage of the requested Advance specified in Outstanding Amount of all L/C Exposure, plus such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Revolver Lender’s Commitment Percentage of the requested Advance, (2) each Outstanding Amount of all Swing Line Loans shall not exceed such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Revolver Lender’s Revolver Commitment. Revolver Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall may be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, repaid or reborrowed from time to time in accordance with their respective Percentages. Each the terms and provisions of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekLoan Papers. (b) Each Term Loan Lender made Term Loans to Borrower mayon May 1, 2015 and October 14, 2016. Subject to and in reliance upon at least 10 Business Days’ notice the terms, conditions, representations, and warranties in the Loan Papers, each Term Loan Lender severally, but not jointly, agrees to make one or more Term Loans in Dollars to Borrower during the Funding Agent (who Delayed Draw Availability Period, in an aggregate amount together with the Term Loans made on May 1, 2015 and October 14, 2016 not to exceed such Term Loan Lender’s Commitment Percentage of the Term Loan Facility. Each Term Loan Borrowing shall promptly provide such notice to consist of Term Loans made simultaneously by the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Term Loan Lenders in accordance with their respective Commitments, the unused portion Commitment Percentage of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereofTerm Loan Facility. Amounts borrowed under this Section 2.1(b) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitmentsrepaid or prepaid may not be reborrowed.

Credit Facility. The obligation of the Bank to make a Loan or issue a Standby Letter of Credit shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank: (1) all legal matters and Loan Documents incident to the trans actions contemplated hereby shall be satisfactory, in form and substance, to Bank's counsel; (2) the Bank shall have received, (a) Upon certificates by an authorized officer of the terms and subject Companies, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the conditions hereofBank, from time certifying, (i) all requisite action taken in connection with the transactions contemplated hereby, and (ii) the names, signatures, and authority of the Companies' authorized signers executing the Loan Documents; and (b) such other documents as the Bank may reasonably require to time prior be executed by, or delivered on behalf of, the Companies; (3) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer of the Companies; (4) the Companies shall have paid to the Facility Termination DateBank the fee(s) then due and payable in accordance with Article II and Article IX of this Agreement and a closing fee of Thirty Thousand Dollars ($30,000.00); (5) all existing credit facilities to Xxxxxx Group and its Subsidiaries are canceled ; (6) there is no Event of Default or Potential Event of Default; (7) the Bank shall have received the written opinion of legal counsel selected by the Companies and satisfactory to the Bank, dated the date of this Agreement, in form and substance satisfactory to the Bank, to the effect that: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed this Agreement has been duly authorized, executed and delivered by the lesser Companies and constitutes a legal, valid and binding obligation of the Aggregate Commitment and Companies enforceable in accordance with its terms except to the Borrowing Base (extent that such lesser amountenforceability is limited by bankruptcy, insolvency, moratorium or similar laws or equitable principles relating to the “Borrowing Limit”); andenforcement of creditors' rights; (ii) upon receipt of the Note delivered to Bank on the Closing Date has been duly author ized, executed and delivered by the Companies and is a copy of each Borrowing Noticelegal, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage valid and binding obligation of the requested Advance specified Companies enforceable in accordance with its terms except to the extent that such Borrowing Noticeenforceability is limited by bankruptcy, insolvency, moratorium or similar laws or equitable principles relating to the enforcement of creditors' rights; (iii) it is not necessary, in connection with the making and delivery of the Note under the circumstances contemplated by this Agreement, to register the Note under the Securities Act of 1933, as amended, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended; (iv) no order, permission, consent or approval of any federal or state com mission, board of regulatory authority is required for the execution and delivery or performance of this Agreement and of the Note; (v) neither the consummation of the Agreement nor the use by the Companies of any financial accommodation hereunder will violate the Securities Exchange Act of 1934, as amended, or applicable regulations thereunder; (vi) the Companies are corporations duly organized, existing and in good standing under the laws of the state as set forth in Section 3.1 with full corporate power and authority to carry on the business, to enter into this Agreement, to borrow money as contemplated by them, to issue the Note and to carry out the provisions of this Agreement and the Note; (vii) the Companies are duly qualified as foreign corporations to do business in each of the states, other than the state of their incorporation, in which the character of the properties owned by them or the nature of the business trans acted by them makes such qualification necessary, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduit, if any, will fund a Loan is in an amount equal to its Conduit Group’s Percentage of the requested Advance specified good standing in such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders severally agrees states; (viii) there is no charter, bylaw or preferred or common stock provision, nor any indenture, contract or agreement to fund a Loan in an amount equal which the Companies are to its Pro Rata Share of its Conduit Group’s Percentage the knowledge of such Loan counsel parties, nor any statute, rule or regulation binding on the Companies, which would be contravened by the execution and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage delivery of this Agreement or of the required Advance, provided that (x) at no time may Note or by the aggregate principal amount performance of any Conduit Group’s Loans outstandingterms, exceed provisions, conditions, agreements, covenants or obligations of the lesser Companies contained herein or therein; (ix) there are no actions, suits, investigations or proceedings (whether or not purportedly on behalf of the Companies) pending or, to the knowledge and belief of said counsel, threatened against or affecting the Companies, or the business or properties of the Companies, or before or by any governmental agency, or any court, arbitrator or grand jury, which can reasonably be expected to result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companies or in the ability of the Companies to perform this Agreement. The Companies are not, to the knowledge and belief of said counsel, in default with respect to any judgment, order, writ, injunction, decree, demand, rule or regulation of any court, arbitrator, grand jury, or any of the governmental agency, default under which might have consequences which would materially and adversely affect the business, properties or assets or the condition, financial or otherwise, of the Companies; (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage consummation of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), Agreement and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Lender’s Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment execution and (y) its Percentage delivery of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall be made ratably amongst Note will not involve any prohibited transaction under the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. Each of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (b) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents), terminate in whole Internal Revenue Code or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitments, the unused portion of the Aggregate CommitmentERISA; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments.and

Credit Facility. (a) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date: (i) Borrower may request Advances in an aggregate principal amount at any one time outstanding not to exceed the lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount, the “Borrowing Limit”); and (ii) Date upon receipt of a copy of each Borrowing NoticeNotice from the Administrative Agent pursuant to Section 1.2, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance specified in such Borrowing Notice, and (B) each Co-Agent belonging to Agents for a Group which includes a Conduit Group shall determine whether its Conduit, if any, Conduit will fund a Loan in an amount equal to its Conduit Group’s Percentage of the requested Advance specified in such Borrowing Notice. In the event that a Conduit (or its Co-Agent Agent) elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Borrower and the Administrative Agent (who shall promptly notify the Borrower) and, unless the Borrower cancels its such Borrowing Notice as to all LendersNotice, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Percentage of the requested Advance, (2) each of such Conduit’s Committed Lenders Liquidity Banks severally agrees to fund a Loan in an amount equal to make its Pro Rata Share of its Conduit Group’s Percentage of such Loan to Borrower, on the terms and (3) each other Conduit shall fund a Loan in an amount equal subject to its Percentage of the required Advanceconditions hereof, provided that (x) at no time may the aggregate principal amount of any Conduit Groupsuch Conduit’s and such Conduit’s Liquidity Banks’ Loans outstanding, outstanding exceed the lesser of (xi) the aggregate amount of such Conduit’s Committed LendersLiquidity Banks’ Commitments, and (yii) such Conduit Conduit’s Group’s Percentage of the Borrowing Base (such lesser amount, such the “Conduit Group’s “Allocation Limit”). (b) Upon the terms and subject to the conditions hereof, from time to time prior to the Facility Termination Date upon receipt of a copy of each Borrowing Notice from Borrower, each Non-Conduit Lender agrees to make its Percentage of the requested Advance to Borrower, on the terms and (y) subject to the conditions hereof, provided that at no time may the aggregate principal amount of any Unaffiliated Committed such Non-Conduit Lender’s Loans outstanding exceed the lesser of (xi) the aggregate amount of such Non-Conduit Lender’s Commitment, and (ii) such Unaffiliated Committed Non-Conduit Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s the “Non-Conduit Lender Allocation Limit”). Each Advance shall be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, in accordance with their respective Percentages. . (c) Each of the Advances, and all other Obligations of BorrowerObligations, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar week. (bd) Borrower may, upon at least 10 Business Days’ notice to the Funding Agent (who shall promptly provide such notice to the Co-Agents)Administrative Agent, terminate in whole or reduce in part, ratably among the Committed Lenders in accordance with their respective Commitmentseach Non-Conduit Lender’s Percentage and each Group’s Percentage, the unused portion of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 5,000,000 per Non-Conduit Lender and Group (or a larger integral multiple of $1,000,000 per Non-Conduit Lender and Group if in excess thereof) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitments).

Credit Facility. (a) Upon the terms and subject Subject to the conditions hereofprovisions in the Loan Papers, from time each Revolver Lender hereby severally and not jointly agrees to time prior lend to the Facility Termination Date: (i) Borrower may request Advances its Commitment Percentage of one or more Revolver Loans in an aggregate principal amount outstanding at any one time outstanding not up to exceed such Revolver Lender’s Revolver Commitment; provided that: (i) each Revolver Loan must occur on a Business Day and no later than the lesser of Business Day immediately preceding the Aggregate Commitment and Termination Date for the Borrowing Base (such lesser amount, the “Borrowing Limit”)Revolver Facility; and (ii) upon receipt each Revolver Loan must be in an amount not less than (A) $500,000 or a greater integral multiple of $100,000 (if a copy Base Rate Loan), or (B) $1,000,000 or a greater integral multiple of each Borrowing Notice$100,000 (if a LIBOR Loan); and (iii) on any date of determination, after giving effect to the requested Revolver Loan, (A) each Unaffiliated Committed Lender severally agrees to fund a Loan the Revolver Commitment Usage may not exceed the Revolver Commitment then in an amount equal to its Percentage of the requested Advance specified in such Borrowing Noticeeffect, and (B) each Co-Agent belonging to a Conduit Group shall determine whether its Conduitthe aggregate Outstanding Amount of the Revolver Loans of any Revolver Lender, if any, will fund a Loan in an amount equal to its Conduit Groupplus such Revolver Lender’s Commitment Percentage of the requested Advance specified in Outstanding Amount of all L/C Exposure, plus such Borrowing Notice. In the event that a Co-Agent elects not to have its Conduit make any such Loan to Borrower, the applicable Co-Agent shall promptly notify the Funding Agent (who shall promptly notify the Borrower) and, unless Borrower cancels its Borrowing Notice as to all Lenders, (1) each Unaffiliated Committed Lender severally agrees to fund a Loan in an amount equal to its Revolver Lender’s Commitment Percentage of the requested Advance, (2) each Outstanding Amount of all Swing Line Loans shall not exceed such Conduit’s Committed Lenders severally agrees to fund a Loan in an amount equal to its Pro Rata Share of its Conduit Group’s Percentage of such Loan and (3) each other Conduit shall fund a Loan in an amount equal to its Percentage of the required Advance, provided that (x) at no time may the aggregate principal amount of any Conduit Group’s Loans outstanding, exceed the lesser of (x) the aggregate amount of such Conduit’s Committed Lenders’ Commitments, and (y) such Conduit Group’s Percentage of the Borrowing Base (such lesser amount, such Conduit Group’s “Allocation Limit”), and (y) at no time may the aggregate principal amount of any Unaffiliated Committed Revolver Lender’s Revolver Commitment. Revolver Loans outstanding exceed the lesser of (x) such Unaffiliated Committed Lender’s Commitment and (y) its Percentage of the Borrowing Base (such lesser amount, such Unaffiliated Committed Lender’s “Allocation Limit”). Each Advance shall may be made ratably amongst the Conduit Groups and the Unaffiliated Committed Lenders, collectively, repaid or reborrowed from time to time in accordance with their respective Percentages. Each the terms and provisions of the Advances, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII. Subject to Sections 1.6(d) and (e), it is the intent of the Conduits, but not the Committed Lenders, to fund all Advances by the issuance of Commercial Paper. Borrower shall not make a request for more than six (6) Advances during any calendar month, and no more than six (6) Advances shall occur, during any calendar month. No more than two (2) Advances shall occur, during any calendar weekLoan Papers. (b) Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan Papers, each Term Loan Lender severally, but not jointly, agrees to make Term Loans to Borrower may, upon at least 10 Business Days’ notice on the Closing Date in an aggregate amount not to exceed such Term Loan Lender’s Commitment Percentage of the Funding Agent (who Term Loan Facility. Each Term Loan Borrowing shall promptly provide such notice to consist of Term Loans made simultaneously by the Co-Agents), terminate in whole or reduce in part, ratably among the Committed Term Loan Lenders in accordance with their respective Commitments, the unused portion Commitment Percentage of the Aggregate Commitment; provided that each partial reduction of the Aggregate Commitment shall be in an amount equal to $20,000,000 (or a larger integral multiple of $1,000,000 if in excess thereofTerm Loan Facility. Amounts borrowed under this Section 2.1(b) and shall reduce the Commitments of the Committed Lenders ratably in accordance with their respective Commitmentsrepaid or prepaid may not be reborrowed.