Common use of Term Description Clause in Contracts

Term Description. The Service Provider may also engage or subcontract with a third party service provider to directly or indirectly provide or support Services to the Service Recipient. Service Provider shall seek Service Recipient’s consent (not to be unreasonably withheld or delayed) with respect to any third party services providers engaged to directly provide Services to Service Recipient that were not previously providing such Service prior to Closing. Term Commences on the Closing Date and continues for 7 years thereafter (the “Initial Term”), subject to successive automatic 12-month renewals (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless EDR provides written notice of its intent not to renew no less than 60 days prior to the end of the then-current term. Each 12-month period during the Term, commencing on the Closing Date, shall be referred to herein as a “Service Year”. With respect to the Services designated as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement (i) if EDR materially breaches its obligations under the Agreement, and such breach is not cured within 60 calendar days of notice by HoldCo to EDR of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limitation, insurance premiums, license and subscription fees, rent and the costs of third party service providers) incurred in connection with the performance of such Services (clause (b), “Additional Fees” and clauses (a) and (b) collectively, the “Service Fees”):

Term Description. The Service Provider may also engage or subcontract Commencement of Out-of-Court Transaction Upon the election of Panda Holdings I, the Company and all, and not less than all, of the Lenders under the Credit Agreement, the Company shall consummate the Out-of-Court Transaction. Upon such election, the Company and the Requisite Lenders shall revise the Restructuring Support Agreement, this Restructuring Term Sheet and any applicable definitive documentation to reflect the terms of such Out- of-Court Transaction. This Summary of Proposed Material Terms and Conditions (this “DIP Term Sheet”) outlines certain material terms of a potential Superpriority Senior Secured Debtor-in-Possession Credit Facility proposed to be provided by the DIP Lenders (as defined below) to Panda Temple Power, LLC (“Panda”) and its affiliated debtors and debtors-in-possession in connection with a third party service provider to directly or indirectly provide or support Services their voluntary pre-arranged chapter 11 cases subject to, among other conditions, the negotiation and execution of definitive documentation in form and substance acceptable to the Service RecipientDIP Agent, the DIP Lenders and the Debtors, satisfactory completion of credit and underwriting approval, satisfactory completion of due diligence and the satisfaction of the other conditions set forth herein and in any definitive documentation. Service Provider No DIP Lender (as defined below) is under any obligation to make a loan or make any commitment to lend and this DIP Term Sheet does not constitute a commitment, a contract to provide a commitment or any agreement by the DIP Lenders to provide any financing. This DIP Term Sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the financing described herein, but rather is intended to outline certain basic items around which the DIP Lenders currently believe a financing could be structured. In addition, the pricing and all other terms included herein are based on market conditions on the date hereof and are subject to change in all respects. This DIP Term Sheet is confidential and is delivered to you with the understanding that neither it nor its substance shall seek Service Recipient’s consent (not to be unreasonably withheld or delayed) with respect disclosed to any third party services providers engaged to directly provide Services to Service Recipient that were not previously providing such Service prior to Closingparty. This DIP Term Commences on the Closing Date and continues for 7 years thereafter (the “Initial Term”), subject to successive automatic 12-month renewals (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless EDR provides written notice of its intent not to renew no less than 60 days prior to the end Sheet shall be governed by Rule 408 of the then-current term. Each 12-month period during the Term, commencing on the Closing Date, shall be referred to herein as a “Service Year”. With respect to the Services designated as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period Federal Rules of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder Evidence and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement (i) if EDR materially breaches its obligations under the Agreement, and such breach is not cured within 60 calendar days of notice by HoldCo to EDR of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual outsimilar and applicable rules and statutory provisions governing the non-of-pocket costs, fees, assessments or expenses (including, without limitation, insurance premiums, license and subscription fees, rent and the costs admissibility of third party service providers) incurred in connection with the performance of such Services (clause (b), “Additional Fees” and clauses (a) and (b) collectively, the “Service Fees”):settlement discussions.

Term Description. Closing Date The Service Provider Closing Date shall be the date (at least one (1) business day following the conclusion of the Solicitation Period) that (a) is three (3) business days after the date that the SEC issues interpretive guidance, which may also engage take the form of a no action letter or subcontract with a third party service provider to directly or indirectly provide or support Services other customary interpretive action, concerning the availability of Rule 144(d)(3)(iv) to the Service Recipient. Service Provider sale of the Specified Collateral or (b) the registration statement shall seek Service Recipient’s be declared effective by the SEC covering the resale of the registrable securities distributed to the Directing Lenders and the Transaction Consenting Lenders, in each case, provided all other conditions precedent set forth in the TSA are satisfied or waived, or such earlier date as agreed by the Directing Lenders required to consent under the TSA (not to be unreasonably withheld or delayedthe “Requisite Directing Lenders”) with respect to any third party services providers engaged to directly provide Services to Service Recipient and the Company; provided that were not previously providing such Service prior to Closing. Term Commences on if the Backup Transaction (as defined below) is consummated, the Closing Date shall be the effective date of the chapter 11 plan of reorganization or such other date as agreed to by the Company and continues the Requisite Directing Lenders. Releases Pursuant to the Mutual Release Agreement, the parties to the TSA and the Transaction Consenting Lenders shall provide customary mutual releases of all claims arising under or related to the Term Loan, the Transaction, the DPPO, and any actions taken related to the foregoing. Governance There will be no change to the existing board of directors of the Company as a result of the TSA or the Transaction contemplated therein. Backup Transaction As set forth in the TSA, if certain conditions are met or events occur, the Transaction will be implemented through a chapter 11 plan of reorganization (or such other manner determined by the Requisite Directing Lenders and the Company) pursuant to which the treatment of Term Loan Claims held by Directing Lenders and Transaction Consenting Lender shall be on the same terms contemplated herein, and for 7 years thereafter all other Term Loan Claims recovery shall be no greater than the terms set forth in this Term Sheet (the “Initial TermBackup Transaction”). The terms and conditions of the Backup Transaction shall be negotiated among the Requisite Directing Lenders and the Company in their sole discretion. Reservation of Rights Nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Company and the Directing Lenders to protect and fully preserve all of their rights, remedies, claims and interests, including the Directing Lenders’ claims against the Company or any other party in interest or their respective property. If the Transaction is not consummated, the Company and the Directing Lenders fully reserve any and all of their respective rights. Amendments This Term Sheet may be amended only as permitted pursuant to the TSA. Governing Law New York. October [__], 2020 To: Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [Xxxx Portrait] Fax: [***] Email: [***] Reference is made to (a) that certain Term Loan Agreement, dated as of March 21, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), subject to successive automatic 12-month renewals (eachby and among Summit Midstream Partners Holdings, LLC, a Delaware limited liability company (the “Renewal Term” and together with the Initial TermBorrower”), the “Term”) unless EDR provides written notice of its intent not undersigned and each other Person from time to renew no less than 60 days prior to the end of the then-current term. Each 12-month period during the Term, commencing on the Closing Date, shall be referred to herein party thereto as a “Service Year”. With respect to the Services designated Lender” (as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement defined therein) (i) if EDR materially breaches its obligations under the Agreement, and such breach is not cured within 60 calendar days of notice by HoldCo to EDR of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limitation, insurance premiums, license and subscription fees, rent and the costs of third party service providers) incurred in connection with the performance of such Services (clause (b), “Additional Fees” and clauses (a) and (b) collectively, the “Service FeesLenders”):), and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), (b) that certain Guarantee and Collateral Agreement, dated as of March 21, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Guarantee and Collateral Agreement”) by and among the Borrower, Summit Midstream Partners, LLC, a Delaware limited liability company (the “Pledgor” and, together with the Borrower, the “Debtors”) and the Collateral Agent, and (c) that certain Transaction Support Agreement, dated as of September 29, 2020 by and among Debtors and the undersigned Lenders (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “TSA”). Capitalized terms used but not defined in this Direction To Effect A Strict Foreclosure And Take Other Actions In Connection Therewith (this “Direction”) have the meaning ascribed to such terms in the Credit Agreement and, if not defined therein, in the TSA.

Term Description. The Service Provider may Shared Services Motion and Shared Services Order shall be reasonably acceptable to EIX and the Noteholders and attach both EIX’s Intercompany Billing and Payment Policy and EIX’s Intercompany Payment Terms and Procedures for EME and each of its subsidiaries. The Shared Services Motion and Shared Services Order shall also engage or subcontract with provide that the EIX’s obligation to provide corporate support services terminates on December 31, 2013 unless the MRA is approved by a third party service provider to directly or indirectly provide or support final non-appealable order of the Bankruptcy Court by the Outside Date. If the Shared Services to the Service Recipient. Service Provider shall seek Service Recipient’s consent (Motion is not to be unreasonably withheld or delayed) with respect to any third party services providers engaged to directly provide Services to Service Recipient that were not previously providing such Service prior to Closing. Term Commences filed on the Closing Petition Date or the Shared Services Order is not approved on an interim basis within 30 days after the Petition Date or a final basis within 60 days after the Petition Date, EIX shall have no obligation to provide the shared services. The MRA shall provide for contemporaneous approval and continues for 7 years thereafter execution of a shared services agreement (the “Initial TermShared Services Agreement”)) that will provide, among other things, for EIX and its subsidiaries (other than EME and its subsidiaries) to continue to provide corporate support services to EME and its subsidiaries consistent with current EIX policies, procedures and practices during the Chapter 11 Cases, subject to successive automatic 12-month renewals (each, a “Renewal the following basic terms: · Term” and together with : through the Initial Term, the “Term”) unless EDR provides written notice of its intent not to renew no less than 60 days prior to the end Effective Date of the then-current term. Each 12-month period during Plan; · EIX and EME will engage in good faith discussions regarding the Term, commencing on terms of the Closing Date, shall be referred to herein as a “Service Year”. With respect to the Services designated as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement (ias defined herein); and · EIX and its subsidiaries (other than EME and its subsidiaries) if EDR materially breaches shall continue to provide corporate support services to EME and its obligations under the Agreementsubsidiaries as mutually agreed to by EIX and EME, and EME shall continue to compensate EIX for such breach is not cured within 60 calendar days of notice services, in each case consistent with current EIX policies, procedures and practices, and the following: · EME to continue to reimburse EIX for directly requested services and costs incurred by HoldCo EIX for EME and its subsidiaries; · EIX to EDR cooperate with EME to reduce corporate support services by EIX and facilitate the orderly transfer of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each services to other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limitation, insurance premiums, license and subscription fees, rent and the costs of third party service providers) incurred in connection with the performance of such Services (clause (b), “Additional Fees” and clauses (a) and (b) collectively, the “Service Fees”):parties as