Common use of Commitment Clause in Contracts

Commitment. Subject to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.

Commitment. Subject In connection with the execution of the Purchase Agreement, Buyer has received separate equity commitment letters, each dated the date hereof (each, a “Co-Sponsor Equity Commitment Letter”), from each of the persons listed on Schedule A, other than the undersigned Sponsor (such persons, collectively, the “Co-Sponsors”), wherein each Co-Sponsor has agreed that at Closing, subject to the terms and conditions set forth in its respective Co-Sponsor Equity Commitment Letter, it will contribute or cause to be contributed to Buyer the amount of this Agreementequity set forth therein (collectively, at the request of Borrower“Co-Sponsor Equity Commitment”), Issuing Lender will issue from time which amount shall be used by Buyer to time standby or documentary letters of creditconsummate the Transaction. Sponsor hereby agrees, in each case for on the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory subject to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfiedthis letter agreement, to purchase (cor cause the purchase of) at the issuance Closing equity securities of Buyer (the “Buyer Securities”) for an aggregate cash purchase price (in cash in immediately available funds) of not less than the amount set forth next to the Sponsor’s name on Schedule A (the “Commitment”), for the purpose of providing a portion of the Letter cash required to fund a portion of, and together with the Co-Sponsor Equity Commitments, providing all of Credit would not violate the cash required to fund, the Purchase Price and to pay the related expenses of Buyer. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Sponsor hereunder exceed the amount of the Commitment. Sponsor may effect the purchase of the Buyer Securities directly or indirectly through one or more policies affiliated entities or other co-investors designated by it and may structure the funding of such amounts into Buyer through one or more intermediate entities; however, no such action will reduce the amount of the Issuing LenderCommitment or otherwise affect the obligations of Sponsor under this letter agreement. In the event Buyer does not require all of the equity with respect to which Sponsor has made this Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced as determined by Sponsor; provided that such reduction does not and (d) no orderwill not, Judgment directly or decree indirectly, cause or result in the failure of any Governmental Authority or arbitrator shall purport by its terms condition to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereofDebt Financing, and no law, rule, regulation, request or directive such reduction shall (whether or not having i) relieve the force Sponsor of law) shall prohibit the Issuing Lender from issuing, its obligations under this letter agreement or any Lender from taking an assignment Co-Sponsor under such Co-Sponsor’s Co-Sponsor Equity Commitment Letter or (ii) prevent or materially impair or delay the consummation of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderTransaction.

Commitment. From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, subject to the terms and conditions set forth in this Agreement, to make Loans to the Borrower from time to time prior to the Facility Termination Date, provided that the making of any such Loan will not cause the total of the outstanding principal balance of all Loans (including Swing Line Loans and Competitive Bid Loans) and the Facility Letter of Credit Obligations to exceed the Aggregate Commitment. Except for Swing Line Loans and Competitive Bid Loans each Lender shall fund its Percentage of each Advance and no Lender will be required to fund any amount, which when aggregated with such Lender’s Percentage of: (i) all other Advances (other than Competitive Bid Loans) then outstanding, (ii) Facility Letter of Credit Obligations, and (iii) all Swing Line Loans, would exceed such Lender’s Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the request Facility Termination Date. The Commitments of Borrower, Issuing each Lender will issue to lend hereunder shall expire on the Facility Termination Date. The Aggregate Commitment may be increased from time to time standby by the addition of a new Lender or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser increase of the Revolving Line or Commitment of an existing Lender with the Borrowing base minus consent of only the aggregate amount of the outstanding Advances at any timeBorrower, the Credit Card ExposureAdministrative Agent, and the FX Amount, provided that new or existing Lender providing such additional Commitment so long as the Stated Amount of all Letters of Credit shall Aggregate Commitment does not exceed $5,000,000700,000,000 less any voluntary reductions pursuant to Section 2.7. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit J attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of all ratable Advances outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Advances made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Advances to achieve such result. Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment including any amounts due under Section 4.4 in connection with any reallocation of LIBOR Advances. In no event will such new or existing Lenders providing the increase be required to fund or purchase a portion of any Competitive Bid Loan or Swingline Loan to comply with this Section on such date. No Letter of Credit Lender shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect required to each such issuance, (i) increase its Commitment in connection with the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed increase in the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderAggregate Commitment herein described.

Commitment. Subject Each Rollover Investor hereby commits (its “Commitment”), subject to the terms and conditions set forth herein, to transfer, contribute and deliver to Purchaser immediately prior to the Effective Time the number of this shares of Company Common Stock set forth opposite such Rollover Investor’s name on Schedule A hereto (its “Rollover Investment”) in exchange for a membership interest in Purchaser represented by a number of common units equal to (A) the number of common units of Purchaser to be issued to the Guarantor in exchange for the equity contribution to Purchaser to be made by the Guarantor in connection with the Merger multiplied by (B) a fraction, the numerator of which is the value of such Rollover Investor’s Rollover Investment (assuming that the value of each share of Company Common Stock is equal to the Merger Consideration) and the denominator of which is the equity contribution to Purchaser to be made by the Guarantor in connection with the Merger (such membership interest (represented in the form of common units) in Purchaser to be issued to such Rollover Investor in exchange for the Rollover Investment, its “Purchaser Equity Securities”); provided that each Rollover Investor shall not, under any circumstances, be obligated to transfer, contribute or deliver to Purchaser any amounts or consideration other than its respective Rollover Investment, or to otherwise provide funds to Purchaser or any of its Affiliates in connection with the transactions contemplated by the Merger Agreement. In connection with its Rollover Investment, each Rollover Investor hereby commits to execute and deliver at the request of Borrower, Issuing Lender will issue from time to time standby Closing an Amended and Restated Limited Liability Company Agreement (or documentary letters of credit, in each case limited partnership equivalent(s)) for Purchaser containing the account of Borrower and containing terms and conditions which are consistent with this Agreement set forth on the LLC Term Sheet and such other customary terms and conditions reasonably agreed between the Guarantor and such Rollover Investor, and such other ancillary agreements in forms and substance reasonably satisfactory to Issuing Lender (each such letter of creditRollover Investor, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line as Purchaser or the Borrowing base minus Guarantor may reasonably request. Notwithstanding the aggregate amount of foregoing, prior to the outstanding Advances at any timeEffective Time, the Credit Card ExposureRollover Investors may elect to reduce their aggregate Rollover Investment by an amount equal to $6 million (calculated net of applicable withholding taxes and other applicable deductions), and subject to the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions terms set forth in Section 3 have been satisfied, the first paragraph under “Approximate Equity Capitalization at the Closing” and clause (cvi) the issuance of the Letter first paragraph under “Transfer Restrictions” on the LLC Term Sheet. The parties hereto intend for the Rollover Investment to be made on a tax-free basis under the Internal Revenue Code of Credit would not violate one or more policies of the Issuing Lender1986, as amended, and (d) no orderwill treat the Rollover Investment as such for all tax purposes unless otherwise required by applicable law. At the Closing, Judgment or decree of any Governmental Authority or arbitrator Purchaser shall purport by its terms to enjoin or restrain Issuing Lender from issuing cause the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereofCompany to, and no lawXxxxxxx X. Xxxxx shall, rule, regulation, request or directive (whether or not having execute and deliver an employment agreement in substantially the force form set forth on Schedule C hereto. For the avoidance of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofdoubt, the Letter parties agree and acknowledge that in connection with the Rollover Investment, each share of Credit requested or letters of credit generally, or will impose upon Company Common Stock forming the Issuing Lender any restriction, reserve or capital requirement not in effect on Rollover Investment shall be valued at the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderMerger Consideration.

Commitment. Subject (a) The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of this Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $6,756,757 (such amount, and as adjusted herein, the “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, at (ii) pay any and all fees and expenses of Parent, Merger Sub and Surviving Company in connection with the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser consummation of the Revolving Line Merger and the other transactions contemplated by the Merger Agreement, and (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Borrowing base minus Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Sponsor hereunder shall not exceed $5,000,000the amount of the Commitment. No Letter In the event that Parent does not require the full amount of Credit shall be issued (including any renewal or extension the sum of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and Commitment plus (ii) Revolving Outstandings will not at any time exceed the Revolving LineOther Sponsors’ Commitments (as defined in their respective ECLs) to consummate the Merger, (b) the conditions set forth amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in Section 3 have been satisfiedwriting by the Sponsor, (c) be reduced by Parent to the issuance of level sufficient to fully fund the Letter of Credit would not violate one or more policies of the Issuing LenderMerger Consideration, and (d) no order, Judgment or decree of pay any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed other amounts required to be material paid by Parent, Merger Sub and the Surviving Company pursuant to it the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Issuing LenderMerger Agreement.

Commitment. Subject From time to time from the date of this Agreement until 30 days prior to the Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended (and the Issuing Lender shall not be under any obligation to issue any Letter of Credit): (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the least of (A) $5,000,000, (B) 10% of the Borrowing Base in effect at such time, and (C) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) thirty days prior to the Commitment Termination Date; (iii) unless the Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application (provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, at the request terms of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender shall control); (each vi) unless such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance subsequent revisions thereof approved by a Congress of the Letter International Chamber of Credit would not violate one or more policies of Commerce and adhered to by the Issuing Lender, and ; (dvii) no if any order, Judgment judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Lender from issuing the such Letter of Credit requested Credit, or any Legal Requirement applicable to the Issuing Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, or any request or directive (whether or not having the force of law) shall prohibit from any Governmental Authority with jurisdiction over the Issuing Lender from issuingshall prohibit, or any request that the Issuing Lender from taking an assignment of its Pro Rata Share ofrefrain from, the issuance of letters of credit generally or such Letter of Credit requested in particular or letters of credit generally, or will shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement not in effect on the closing Date and (for which the Issuing Lender is not already otherwise compensated for hereunder) not in effect on the Closing Date, or will shall impose on upon the Issuing Lender any unreimbursed loss, cost or expense that which was not applicable on the Closing Date deemed to be and which the Issuing Lender in good xxxxx xxxxx material to it by the Issuing Lender.it;

Commitment. Subject to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of The Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unlessagrees: (a) after giving effect any sum drawn under a letter of credit may, at the option of the Bank, be added to each such issuance, (i) the aggregate Statedprincipal amount outstanding under this Agreement. Amount of all Letters of Credit shall not at any time exceed $5,000,000 The amount will bear interest and (ii) Revolving Outstandings will not at any time exceed the Revolving Linebe due as described elsewhere in this Agreement, (b) if an Event of Default has occurred, to immediately deposit with the conditions set forth in Section 3 have been satisfied, Bank an amount equal to the aggregate undrawn face amount of all outstanding letters of credit plus amounts drawn on letters of credit and not yet reimbursed with undrawn portion of such amount shall promptly be refunded if such Event of Default shall no longer be continuing; (c) the issuance of any letter of credit and any amendment to a letter of credit is subject to the Bank's written approval and each letter of credit and amendment must be in form and content satisfactory to the Bank and in favor of a beneficiary acceptable to the Bank; (d) to sign the Bank's form Application and Agreement for Commercial Letter of Credit would not violate one or more policies Application and Agreement for Standby Letter of Credit, in the forms attached hereto as Exhibits A1 and A2, in connection with each letter of credit issued hereunder, PROVIDED HOWEVER, that the terms of this Agreement shall govern in the event that there is any inconsistency between the terms of such application and any of the Issuing Lender, terms and conditions hereof; (de) no order, Judgment or decree of to pay any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from customary issuance and/or other fees that the Bank notifies the Borrower will be charged for issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or processing letters of credit generallyfor the Borrower, or will impose upon (f) to allow the Issuing Lender any restrictionBank to automatically charge its checking account for applicable fees, reserve or capital requirement not discounts, and other charges; and (g) to pay the Bank a non-refundable fee equal to 1.00% per annum of the outstanding undrawn amount of each outstanding undrawn standby letter of credit, payable annually in effect advance, calculated on the closing Date and for which basis of the Issuing Lender is not already compensated for hereunder, or will impose outstanding undrawn face amount outstanding on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on day the Closing Date deemed to be material to it by the Issuing Lenderfee is calculated.

Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender agrees, severally and not jointly, to make to the Borrower: (i) a loan denominated in Dollars (a "Dollar Loan") and/or (ii) a loan denominated in Euro (a "Foreign Currency Loan" and, together with the Dollar Loan, the "Initial Loans"), which Initial Loans (i) shall be made on the Funding Date and the full amount of the proceeds of the Dollar Loans shall be deposited on the Funding Date in the RSGI Dollar Debt Escrow Account to be held by the Financing Escrow Agent pursuant to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Financing Escrow Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate full amount of the outstanding Advances proceeds of the Foreign Currency Loans shall be deposited on the Funding Date in the RSGI Euro Debt Escrow Account to be held by the Financing Escrow Agent pursuant to the terms of the Financing Escrow Agreement, (ii) may be repaid in accordance with the provisions hereof, but once repaid, may not be reborrowed, (iii) shall not exceed for any such Lender (x) in the case of a Dollar Loan, that aggregate principal amount that equals the Dollar Commitment of such Lender at such time and (y) in the case of a Foreign Currency Loan, that aggregate principal amount that equals the Foreign Currency Commitment of such Lender at such time and (iv) shall not, after giving effect thereto and the application of the proceeds thereof, exceed for all Lenders at any time, time outstanding the Credit Card Exposure, and aggregate principal amount that equals the FX AmountTotal Commitments then in effect. Each Lender may at its option make any Loan by causing a domestic or foreign branch or an Affiliate of such Lender to make such Loan, provided that the Stated Amount (A) any exercise of all Letters of Credit such option shall not exceed $5,000,000affect the obligation of the Borrower to repay such Loan and (B) if it exercises such option, the Borrower shall not be required to pay any increased costs resulting therefrom. No Letter of Credit The Initial Loans deposited on the Funding Date in the RSGI Dollar Debt Escrow Account and the RSGI Euro Debt Escrow Account shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect released from such accounts to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable Borrower on the Closing Date deemed to be material to it by only in accordance with the Issuing Lenderconditions for such release specified in the Financing Escrow Agreement.

Commitment. Subject On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender agrees to from time-to-time on any Business Day during the period from the date of this AgreementAgreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the request of BorrowerAdjusted Base Rate plus the Applicable Margin for Base Rate Advances, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face principal amount not to exceed file lesser of the Revolving Swing Line or the Borrowing base minus the aggregate amount of the Commitment outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, ; provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (ai) after giving effect to each such issuanceSwing Line Advance, (i) the sum of the aggregate Stated. Amount outstanding amount of all Letters Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at any time exceed $5,000,000 and such time; (ii) Revolving Outstandings will not at any time exceed no Swing Line Advance shall be made by the Revolving Line, (b) Swing Line Lender if the conditions set forth in Section 3 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been met; (iii) each Swing Line Advance shall be in an aggregate amount not less than $250,000.00 and in integral multiples of $50,000.00 in excess thereof; and (iv) if an AutoBorrow Agreement is in effect, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, (c) the issuance . The indebtedness of the Letter of Credit would not violate one or more policies of Borrower to the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator Swing Line Lender resulting from Swing Line Advances shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it evidenced by the Issuing LenderSwing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Commitment. Subject (a) The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of this Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $15,000,000 (such amount, and as adjusted herein, the “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, at (ii) pay any and all fees and expenses of Parent, Merger Sub and Surviving Company in connection with the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser consummation of the Revolving Line Merger and the other transactions contemplated by the Merger Agreement, and (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Borrowing base minus Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Sponsor hereunder shall not exceed $5,000,000the amount of the Commitment. No Letter In the event that Parent does not require the full amount of Credit shall be issued (including any renewal or extension the sum of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and Commitment plus (ii) Revolving Outstandings will not at any time exceed the Revolving LineOther Sponsors’ Commitments (as defined in their respective ECLs) to consummate the Merger, (b) the conditions set forth amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in Section 3 have been satisfiedwriting by the Sponsor, (c) be reduced by Parent to the issuance of level sufficient to fully fund the Letter of Credit would not violate one or more policies of the Issuing LenderMerger Consideration, and (d) no order, Judgment or decree of pay any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed other amounts required to be material paid by Parent, Merger Sub and the Surviving Company pursuant to it the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Issuing LenderMerger Agreement.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally and for itself alone agrees to make Advances of the request Revolving Credit to any of Borrower, Issuing Lender will issue the Borrowers from time to time standby on any Business Day during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, not to exceed at any one time outstanding such Lender's Percentage of the Revolving Credit Aggregate Commitment. Subject to the terms and conditions set forth herein, advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the following additional conditions and limitations: A Person shall not be entitled to request an Advance of the Revolving Credit or documentary letters the Swing Line or the issuance of credita Letter of Credit hereunder until (i) with the approval of all Lenders, it has become a party to this Agreement either by execution and delivery of this Agreement, or by execution and delivery of a Borrower Addendum to this Agreement, (ii) unless waived in writing by all Lenders, it has become a party to the Guaranty by execution and delivery of the Guaranty or of a joinder agreement to the Guaranty, (iii) unless waived in writing by all Lenders, it has become a party to the Security Agreement, and (iv) unless waived in writing by all Lenders, Holdings has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, either pursuant to the Security Agreement or a separate Pledge Agreement those Equity Interests issued by such Borrower and owned by Holdings or a Subsidiary of Holdings which are required to be encumbered and/or delivered under Section 7.20 hereof, as applicable, and accompanied in each case for the account of Borrower by authority documents, legal opinions and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, other supporting documents as required by Agent and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for Majority Lenders hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances to any of the request of Borrower, Issuing Lender will issue Borrowers under the Revolving Credit Facility from time to time standby or documentary letters of credit, in each case for from the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of Closing Date until the Revolving Line Credit Termination Date on a pro rata basis as to the total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that (A) the proceeds of such Advance shall be used solely to finance the purchase by such Borrower or an Eligible Carrier of an Eligible Aircraft or Eligible Engine, and (B) the Borrowing base minus the aggregate amount of the outstanding such Advance (together with any other Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit relating to such Aircraft or Engine) shall not exceed $5,000,000. No Letter the Applicable Aircraft Borrowing Base or Applicable Engine Borrowing Base (as the case may be) of Credit such Aircraft or Engine; and provided, further, that the Lenders will not be required and shall be issued have no obligation to make any such Advance (including any renewal i) so long as a Default or extension an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any Letter of Credit previously issued) unless: (a) the Notes as a result of an Event of Default; and provided further, that immediately after giving effect to each such issuanceAdvance, (iY) the aggregate Stated. Amount amount of all Letters of Revolving Credit Outstandings shall not at any time exceed $5,000,000 the lesser of the Borrowing Base or the Total Revolving Credit Commitment and (iiZ) Revolving Outstandings will not at any time exceed none of the Concentration Restrictions shall have been exceeded or otherwise violated. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender Facility on a Business Day from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be material made which has an Interest Period that extends beyond the Stated Termination Date and (2) each Revolving Loan that is a Eurodollar Rate Loan may, subject to it the provisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the Issuing Lenderadditional payment, if any, required by Section 4.5.

Commitment. Subject Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by 11:00 a.m. (Central Time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuanceextent purchased, (i) be treated as a Loan made by the aggregate Stated. Amount purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of all Letters the purchase price by a Lender shall be deemed to be the making of Credit a Loan by such Lender and shall not at any time exceed $5,000,000 constitute outstanding principal hereunder and under such Lender’s Note, and (ii) Revolving Outstandings will not at any time exceed shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the Revolving Line, (b) period prior to the conditions set forth date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 3 10.10 shall have been satisfied, (c) occurred and such event prevents the issuance consummation of the Letter purchase contemplated by preceding provisions, each Revolving Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of Credit would not violate one or more policies such Swingline Loan. From and after the date of each Lender’s purchase of its participating interest in a Swingline Loan, if the Issuing Swingline Lender receive any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and (d) no orderis required to be returned to the Borrower, Judgment or decree each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Revolving Lender fails to so purchase its Percentage of any Governmental Authority or arbitrator Swingline Loan, such Lender shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date be deemed to be material to it by the Issuing Lendera Defaulting Lender hereunder. No Swingline Loan shall be outstanding for more than five (5) days at a time and Swingline Loans shall not be outstanding for more than a total of fifteen (15) days during any month.

Commitment. Subject to the terms and conditions set forth herein, Lender agrees to make loans (each of this Agreementwhich is a “Loan”, at and collectively the request of “Loans”) to Borrower, Issuing Lender will issue on a revolving basis (the “Borrowing Base Facility”) from time to time standby or documentary letters during the period commencing on the date hereof and continuing through July 1, 2012 (the “Maturity Date”), the maturity date of creditthe promissory note evidencing the Borrowing Base Facility, in each case for such amounts as Borrower may request hereunder; provided, however, (1) the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender total principal amount (each such letter of credit, a the “Letter of CreditBorrower’s Loan Limit”) in an aggregate outstanding face amount at any time shall not to exceed file the lesser of the Revolving Line or (i) an amount equal to the Borrowing base Base and (ii) $10,000,000 minus the aggregate face amount of the outstanding Advances any Letters of Credit; and (2) at any timetime during which Borrower’s “adjusted net income” as reported on any compliance certificate delivered pursuant to Section 6(d)(i) is less than $1.00, or if Borrower fails to deliver such certificate, then the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Borrower’s Loan Limit shall not exceed $5,000,0004,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect Subject to each such issuancethe terms and conditions hereof, (i) the aggregate StatedBorrower may borrow, repay and reborrow hereunder. Amount of all Letters of Credit shall not If at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time the outstanding advances under the Borrowing Base Facility exceed the Revolving LineBorrower’s Loan Limit as shown on any reports delivered to Lender under Section 6(d)(ii) or as indicated by Lender’s own records, (b) Borrower shall, on the conditions date of the delivery of such report to Lender or on the date of notice from Lender as to Lender’s records, prepay on the Borrowing Base Facility such amount as may be necessary to eliminate such excess, plus all accrued but unpaid interest thereon. The sums advanced under the Borrowing Base Facility shall be used for general corporate purposes and working capital. As used in this Agreement, the term “Borrowing Base” shall have the meaning set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing LenderExhibit A attached hereto, and (d) no orderthe term “adjusted net income” shall mean, Judgment or decree as of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender date, Borrower’s net income from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereofoperations as determined in accordance with GAAP, plus depreciation and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lenderamortization.”

Commitment. Each Delayed Draw Term Loan shall be required to be requested in a minimum principal amount of $5,000,000 and increments of $1,000,000 in excess thereof (or, if less at such time, the remaining unfunded portion of the applicable Delayed Draw Term Loan Commitment). Each Delayed Draw Term Loan made to Borrower shall result in an immediate and permanent reduction in the applicable Delayed Draw Term Loan Commitment in the principal amount of such Delayed Draw Term Loan so made, to be shared by the Lenders with Delayed Draw Term Loan Commitments of the applicable Class in accordance with their pro rata shares of the Delayed Draw Term Loan Commitment of such Class then in effect. Borrower will use the proceeds of the Delayed Draw Term Loans as set forth in Section 9.11. Amounts paid or prepaid in respect of the Delayed Draw Term Loans may not be reborrowed. Subject to clause (v) below, each Delayed Draw Term Loan shall, upon the funding thereof, be on the same terms of this Agreement, at the request of Borrower, Issuing Lender will issue (as amended from time to time standby or documentary letters time) (including pricing and maturity date) as, and become a part of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser be of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any timesame Class as, the Credit Card Exposure, and Initial Term Loan. Each Delayed Draw Term Loan A Commitment shall terminate in its entirety on the FX Amount, provided that applicable Delayed Draw Term Loan A Commitment Expiration Date. Each Delayed Draw Term Loan B Commitment shall terminate in its entirety on the Stated Amount of all Letters of Credit shall not exceed $5,000,000applicable Delayed Draw Term Loan B Commitment Expiration Date. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect The Borrower may make up to each such issuance, (i) two (2) Borrowings under the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 Delayed Draw Term Loan A Facility and (ii) Revolving Outstandings will not at any time exceed seven (7) Borrowings under the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderDelayed Draw Term Loan B Facility.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances to the request of Borrower, Issuing Lender will issue Borrower from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by its Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser Agent has accelerated the maturity of the Revolving Line Notes as a result of an Event of Default, or (iii) if any other term or condition set forth in Sections 5.01 or 5.02 hereof, as the Borrowing base minus case may be, to the aggregate amount of the outstanding Advances at any timeextent applicable, the Credit Card Exposurehas not been satisfied or waived; provided further, and the FX Amounthowever, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) the aggregate Stated. Amount principal amount of outstanding Revolving Loans plus the amount of all Swing Line Outstandings, Outstanding Letters of Credit and Reimbursement Obligations shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow hereunder, on a Business Day in the case of a Reference Loan or Fixed CD Loan, and on a LIBOR Business Day in the case of a LIBOR Loan, from time to time from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (x) no Fixed CD Loan shall be made less than thirty (30) days before the Revolving Credit Termination Date and no LIBOR Loan shall be made less than seven (7) days before the Revolving Credit Termination Date and (y) each Fixed Rate Loan may, subject to the provisions of Section 2.06, be repaid only on the last day of the Interest Period with respect thereto. The Borrower agrees that if at any time exceed $5,000,000 and (ii) Revolving the Outstandings will not at any time shall exceed the Total Revolving LineCredit Commitment, (b) the conditions set forth in Section 3 have been satisfied, (c) Borrower shall immediately reduce the issuance outstanding principal amount of the Letter Loans such that, as a result of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofsuch reduction, the Letter of Total Revolving Credit requested Commitment shall equal or letters of credit generally, or will impose upon exceed the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderOutstandings.

Commitment. Subject to The Agent shall promptly notify the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (remaining Banks that each such letter of creditBank shall have the right, but not the obligation, to acquire a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued Pro rata share (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after calculated without giving effect to each the outstanding Loans of such issuanceAffected Bank, (iDelinquent Bank or Insolvent/Seized Bank) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter Commitment of Credit would such Affected Bank, Delinquent Bank or Insolvent/Seized Bank, as applicable (or if any of such Banks does not violate one elect to purchase its Pro rata share, then to such remaining Banks in such proportion as approved by the Agent). In the event that the Banks do not elect to acquire all of any Affected Bank’s, Delinquent Bank’s or more policies Insolvent/Seized Bank’s Commitment, then the Agent shall endeavor to obtain a new Bank to acquire such remaining Commitment. Upon any such purchase of the Issuing LenderCommitment of any Affected Bank, Delinquent Bank or Insolvent/Seized Bank, as applicable, such Affected Bank’s, Delinquent Bank’s or Insolvent/Seized Bank’s interest in the Debt and its rights hereunder and under the Related Writings shall terminate at the date of purchase, and (d) no ordersuch Affected Bank, Judgment Delinquent Bank or decree of Insolvent/Seized Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase price for an Affected Bank’s, Delinquent Bank’s or Insolvent/Seized Bank’s Commitment, as the case may be, shall equal any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date all amounts outstanding and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it owed by the Issuing LenderBorrower to such Affected Bank, Delinquent Bank or Insolvent/Seized Bank, including principal and all accrued and unpaid interest or fees.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances to the request of Borrower, Issuing Lender will issue Borrower under the Short Term Credit Facility from time to time standby from the Closing Date until the Short Term Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Short Term Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes has been accelerated as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) the aggregate Stated. Amount principal amount of all Letters of Short Term Credit Outstandings shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Total Short Term Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofCommitment. Within such limits, the Letter of Borrower may borrow, repay and reborrow under the Short Term Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect Facility on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on a Business Day from the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Short Term Credit Termination Date; provided, however, that (y) no Loan that is a Eurodollar Rate Loan shall be material made which has an Interest Period that extends beyond the Short Term Credit Termination Date and (z) each Loan that is a Eurodollar Rate Loan may, subject to it the provisions of Section 2.3, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the Issuing Lenderadditional payment, if any, required by Section 3.5.

Commitment. Subject In connection with the foregoing, the Commitment Parties are pleased to advise you of their commitment to provide the Delayed-Draw Term Loan Facility, on a several and not joint basis, in the amounts set forth opposite each such Commitment Party’s name on Annex 1 hereto (the “DDTL Commitments”) upon the terms set forth or referred to in this Commitment Letter, including the Term Sheet, and subject only to the terms satisfaction or waiver of the Financing Conditions (as defined below). The rights and obligations of each of the Commitment Parties under this AgreementCommitment Letter shall be several and not joint, and no failure of any Commitment Party to comply with any of its obligations hereunder shall prejudice the rights or obligations of any other Commitment Party; provided that no Commitment Party shall be required to replace the DDTL Commitment of another Commitment Party in the event such other Commitment Party (the “Defaulting Commitment Party”) fails to provide its DDTL Commitment on the Closing Date (as defined below), but may at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of creditits option do so, in each whole or in part, in which case for such performing Commitment Party shall be entitled to all or a proportionate share, as the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of creditcase may be, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line Delayed-Draw Term Loan Facility and related fees that would otherwise be issued to the Defaulting Commitment Party. In the event that any Defaulting Commitment Party fails to execute the Definitive Financing Documentation on the Closing Date, the Company can enforce rights of money damages upon such breach and any other remedies that may be available under law. You will use commercially reasonable efforts to designate a third party reasonably acceptable to the Commitment Parties having or holding a majority of the Borrowing base minus the aggregate outstanding principal amount of the outstanding Advances at DDTL Commitments (excluding any timeDefaulting Commitment Parties, the Credit Card Exposure“Required Commitment Parties”) and you to act as the administrative agent and collateral agent with respect to the Delayed-Draw Term Loan Facility (the “DDTL Agent”). For the avoidance of doubt, each Commitment Party confirms that its DDTL Commitments under this Commitment Letter are not conditional upon any person being so appointed DDTL Agent. Notwithstanding any other provision of this Commitment Letter to the contrary and the FX Amountnotwithstanding any syndication, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including assignment or other transfer by any renewal or extension of any Letter of Credit previously issued) unless: Commitment Party, (a) no Commitment Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its applicable percentage of the Delayed-Draw Term Loan Facility on or after giving effect to each such issuancethe Closing Date) in connection with any syndication, (i) assignment or other transfer until after the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed Definitive Financing Documentation becomes effective on the Revolving LineClosing Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of the conditions set forth Commitment Party’s commitments in Section 3 have been satisfied, respect of the Delayed-Draw Term Loan Facility until the Closing Date and (c) unless the issuance Borrower agrees in writing, the Commitment Parties shall retain exclusive control over all rights and obligations with respect to the DDTL Commitments in respect of the Letter of Credit would not violate one or more policies of the Issuing LenderDelayed-Draw Term Loan Facility, including all rights with respect to consents, waivers, modifications, supplements and (d) no orderamendments, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on until the Closing Date deemed has occurred. It is understood and agreed that, in the event that the Company effects a Company Separation in connection with the Restructuring the Delayed-Draw Term Loan Facility shall be reduced in size and the Financial Covenants and Negative Covenants adjusted based on the assets and EBITDA attributable to be material Reorganized RemainCo, in each case, proportionately by an amount reflecting the size and scale of the Reorganized RemainCo relative to it the Company prior to the Company Separation and as agreed by you and the Issuing LenderRequired Commitment Parties in light of the size, scale and nature of the business of Reorganized RemainCo.

Commitment. Subject to the terms of and conditions hereof, each Lender, severally, but not jointly, agrees to make the Term Loan A, Term Loan B and Term Loan C (each as Confidential Information, indicated by [***] has been omitted from this Agreement, at filing and filed separately with the request of Borrower, Issuing Lender will issue Securities Exchange Commission defined below and each sometimes individually referred to as a “Term Loan” and collectively referred to as the “Term Loans”) to Borrower from time to time standby or documentary letters of credit, in each case for on any Business Day (as defined below) during the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) periods set forth below in an aggregate outstanding face principal amount not to exceed file lesser such Lender’s “Term Loan A Commitment”, “Term Loan B Commitment” and “Term Loan C Commitment” as identified on Schedule A hereto (such commitment of the Revolving Line each Lender as it may be amended to reflect assignments made in accordance with this Agreement or the Borrowing base minus terminated or reduced in accordance with this Agreement, its “Term Loan A Commitment”, “Term Loan B Commitment” and “Term Loan C Commitment”, as applicable, and the aggregate of all such commitments, the “Aggregate Term Loan A Commitment”, “Aggregate Term Loan B Commitment” and “Aggregate Term Loan C Commitment”, as applicable, and each Term Loan A Commitment, Term Loan B Commitment and Term Loan C Commitment is sometimes individually referred to herein as a “Commitment” and collectively as the “Commitments”). Notwithstanding the foregoing, the aggregate principal amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Term Loans made hereunder shall not exceed $5,000,00015,000,000 (the “Total Commitment”). No Letter of Credit Each Lender’s obligation to fund a Term Loan shall be issued limited to such Lender’s Pro Rata Share (including any renewal or extension as defined below) of any Letter of Credit previously issuedsuch Term Loan. Subject to the terms and conditions hereof, the initial Term Loan (the “Term Loan A”) unless: (a) after giving effect shall be made on the Closing Date in an aggregate principal amount equal to each such issuance$3,800,000. After the Term Loan A, Borrower may request (i) a second Term Loan (the “Term Loan B”) to be funded, subject to the terms and conditions hereof, on or prior to August 11, 2008 (the “Term Loan B Commitment Termination Date”) in the aggregate Stated. Amount principal amount of all Letters of Credit shall not at any time exceed $5,000,000 5,600,000 and (ii) Revolving Outstandings will not at any time exceed a third Term Loan (the Revolving Line, (b“Term Loan C”) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material funded, subject to it by the Issuing Lenderterms and conditions hereof, on or prior to September 30, 2008 (the “Term Loan C Commitment Termination Date”) in the aggregate principal amount of $5,600,000.

Commitment. Subject On the terms and conditions set forth in this Agreement, and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swing Line Lender agrees to from time-to-time on any Business Day during the period from the date of this AgreementAgreement until the last Business Day occurring before the Revolving Maturity Date, make Swing Line Advances under the Swing Line Note to the Borrower which shall be due and payable on the Swing Line Payment Date (except that no Swing Line Advance may mature after the Revolving Maturity Date), bearing interest at the request of BorrowerAdjusted Base Rate plus the Applicable Margin for Base Rate Advances, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face principal amount not to exceed file lesser of the Revolving Swing Line or the Borrowing base minus the aggregate amount of the Commitment outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, ; provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (ai) after giving effect to each such issuanceSwing Line Advance, (i) the sum of the aggregate Stated. Amount outstanding amount of all Letters Revolving Advances plus the Letter of Credit Exposure plus the aggregate outstanding amount of all Swing Line Advances, shall not exceed the aggregate Revolving Commitments in effect at any time exceed $5,000,000 and such time; (ii) Revolving Outstandings will not at any time exceed no Swing Line Advance shall be made by the Revolving Line, (b) Swing Line Lender if the conditions set forth in Section 3 3.2 have not been met as of the date of such Swing Line Advance, it being agreed by the Borrower that the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by the Borrower that on the date of such Swing Line Advance such conditions have been satisfiedmet; (iii) each Swing Line Advance shall be in an aggregate amount not less than $250,000.00 and in integral multiples of $50,000.00 in excess thereof; and (iv) if an AutoBorrow Agreement is in effect, (c) the issuance such additional terms and conditions of such AutoBorrow Agreement shall have been satisifed. The indebtedness of the Letter of Credit would not violate one or more policies of Borrower to the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator Swing Line Lender resulting from Swing Line Advances shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it evidenced by the Issuing LenderSwing Line Note. No Lender shall have any rights or obligations under any AutoBorrow Agreement, but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Advances and to refinance Swing Line Advances as provided below.

Commitment. (a) Subject to and upon the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory herein set forth, each Revolving Lender severally, but not jointly, agrees to Issuing Lender make a Loan or Loans denominated in US Dollars or any Alternative Revolver Currency to the Borrower from its Lending Office (each such letter of crediteach, a “Letter of CreditRevolving Facility Loan” and, collectively, the “Revolving Facility Loans”) in an aggregate outstanding face principal amount not to exceed file lesser at any time outstanding the amount of such Lender’s Revolving Facility Commitment, provided that such Revolving Facility Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as ABR Loans, SOFR Loans, Canadian Prime Rate Loans, CDOR Loans, Euribor Loans or SXXXX Loans, and ABR Loans may be converted into SOFR Loans and vice versa, and Canadian Prime Rate Loans may be converted into CDOR Rate Loans, and vice versa; provided that all Revolving Facility Loans made by each of the Revolving Line Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the Borrowing base minus provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s share of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed Principal Outstanding under the Revolving Line, (b) Facility at such time exceeding the conditions set forth Total Revolving Facility Commitments then in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lendereffect.

Commitment. (a) Subject to and upon the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory herein set forth, each Revolving Lender severally, but not jointly, agrees to Issuing Lender make a Loan or Loans denominated in US Dollars to the Borrower from its US Lending Office (each such letter of crediteach, a “Letter of CreditRevolving Facility Loan” and, collectively, the “Revolving Facility Loans”) in an aggregate outstanding face principal amount not to exceed file lesser at any time outstanding the amount of such Lender’s Revolving Facility Commitment, provided that such Revolving Facility Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or US LIBOR Loans; provided that all Revolving Facility Loans made by each of the Revolving Line Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the Borrowing base minus provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Revolving Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Lender’s share of the Principal Outstanding at such time exceeding such Revolving Lender’s Revolving Facility Commitment at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed Principal Outstanding under the Revolving Line, (b) Facility at such time exceeding the conditions set forth Total Revolving Facility Commitment then in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lendereffect.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances in Dollars or an Alternative Currency (as specified in the request of Borrower, Issuing Lender will issue respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account Agent has accelerated the maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) the aggregate Stated. Amount Dollar Value of all Letters the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Eurodollar Rate Loan may, subject to the provisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 4.5. The Borrower agrees that if at any time exceed $5,000,000 and (ii) Revolving the Outstandings will not at any time shall exceed the Total Revolving LineCredit Commitment, (b) the conditions set forth in Section 3 have been satisfied, (c) Borrower shall immediately reduce the issuance outstanding principal amount of the Letter Loans such that, as a result of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofsuch reduction, the Letter of Outstandings shall not exceed the Total Revolving Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderCommitment.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make (and, in the request case of Borrowerthe Existing Loans, Issuing Lender will issue to continue as Term Loans subject to the terms and conditions of this Agreement) Loans to any of the Borrowers under the Term Loan Facility from time to time standby from the Amendment Effective Date until the Term Loan Termination Date on a pro rata basis as to the total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Term Loan Commitment of such Lender, provided, however, that (A) the proceeds of such Loan shall be used solely to finance or documentary letters refinance the purchase by such Borrower of creditan Eligible Aircraft (or, in each the case of the Engines shown on Schedule 3 (the "Eligible Engines"), to refinance such Engines and in the case of the Off-Lease 747, for the account of Borrower purposes described in Section 2.1(b) below), and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”B) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at such Loan (together with any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit other Loans relating to such Aircraft) shall not exceed $5,000,000. No Letter the Applicable Aircraft Borrowing Base of Credit such Aircraft or of such Engine and (C) amounts prepaid on the Term Loan Facility may not be reborrowed; and provided, further, that the Lenders will not be required and shall be issued have no obligation to make any such Loan (including any renewal i) so long as a Default or extension an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any Letter of Credit previously issued) unless: (a) the Notes as a result of an Event of Default; and provided further, that immediately after giving effect to each such issuanceLoan, (i) the aggregate Stated. Amount amount of all Letters of Credit Term Loan Outstandings shall not at any time exceed $5,000,000 the lesser of the Borrowing Base or the Total Term Loan Commitment. Within such limits, the Borrowers may borrow under the Term Loan Facility on a Business Day from the Amendment Effective Date until, but (as to borrowings) not including, the Term Loan Termination Date; provided, however, that (1) no Term Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (ii2) Revolving Outstandings will not at any time exceed each Term Loan that is a Eurodollar Rate Loan may be repaid only on the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance last day of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender Interest Period with respect thereto unless such payment is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it accompanied by the Issuing Lenderadditional payment, if any, required by Section 4.5.

Commitment. Subject to the terms of and conditions set forth in this Credit Agreement, at each of the request of BorrowerBanks severally agrees to lend to the Borrowers and the Borrowers may borrow, Issuing Lender will issue repay, and reborrow from time to time standby or documentary letters of creditbetween the Closing Date and the Revolving Credit Loan Maturity Date upon notice by the applicable Borrower to the Agent given in accordance with Section 2.6, such sums in Dollars and/or at the applicable Borrower's option from time to time, subject to Section 2.9 hereof, in each case for an Optional Currency, as are requested by the account applicable Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of Borrower the sum of the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter Bankers' Acceptances then outstanding, provided that the sum of credit, a “Letter of Credit”) in an aggregate the outstanding face amount not to exceed file lesser of the Revolving Line or Credit Loans (after giving effect to all amounts requested) plus the Borrowing base minus Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the aggregate amount of the Bankers' Acceptances then outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 the Total Commitment. The Revolving Credit Loans shall be made pro rata in accordance with each Bank's Commitment Percentage; provided, however, that notwithstanding anything to the contrary contained herein, with respect to any Multicurrency Loan which is not also a Foreign Loan, the Commitment Percentage of each Non-Multicurrency Bank shall be funded to the applicable Borrower by the Fronting Bank (with each Non-Multicurrency Bank hereby agreeing to participate in the risk associated with such Multicurrency Loan in accordance with Section 2.10 hereof), with each Non-Multicurrency Bank having no obligation or commitment to fund in any Optional Currency; and provided, further, that notwithstanding anything to the contrary contained herein, with respect to any Foreign Loan, the Commitment Percentage of each Bank shall be funded to the applicable Borrower by the Fronting Bank (ii) with each Bank agreeing to participate in the risk associated with such Foreign Loan in accordance with Section 2.10 hereof). Each request for a Revolving Outstandings will not at any time exceed Credit Loan hereunder shall constitute a representation and warranty by the Revolving Line, (b) requesting Borrower that the conditions set forth in Section 3 have been satisfied12 and Section 13, (c) in the issuance case of the Letter of initial Revolving Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms Loans to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable be made on the Closing Date deemed Date, and Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars. Each Eurocurrency Rate Loan shall be denominated in Dollars, or, subject to be material to it by the Issuing LenderSection 2.9 hereof, in an Optional Currency.

Commitment. Subject to the terms and conditions of this Agreement, at ---------- each Lender severally agrees to make Advances to the request of Borrower, Issuing Lender will issue Borrower under the Revolving Credit Facility from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall -------- ------- have no obligation to make any such Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account Agent has accelerated the maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided -------- further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) the aggregate Stated. Amount ------- principal amount of all Letters of Revolving Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the plus Letter of Credit would Outstandings plus Swing Line Outstandings shall not violate one or more policies of exceed the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Total Revolving Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofCommitment. Within such limits, the Letter of Borrower may borrow, repay and reborrow under the Revolving Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect Facility on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on a Business Day from the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Eurodollar Rate Loan -------- ------- shall be material made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Eurodollar Rate Loan may, subject to it the provisions of Section 2.8, be repaid only on the last day of the Interest Period ----------- with respect thereto unless such payment is accompanied by the Issuing Lender.additional payment, if any, required by Section 4.5. -----------

Commitment. Subject to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, If (i) the aggregate Stated. Amount all of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 7.01 and Annex A of the Merger Agreement have been satisfiedsatisfied or waived in writing by Parent (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but each of which is satisfied substantially concurrent with the Closing), or (ii) the Company shall have obtained a final, non-appealable judgement against Parent for monetary damages for Willful Breach of the Merger Agreement, the Investor shall, at or prior to the Effective Time (or within 20 days after such judgement), subject to the terms and conditions herein, purchase or cause the purchase of equity interests of Parent and pay, or cause to be paid, to Parent in immediately available funds an aggregate cash purchase price therefor sufficient to enable Parent to pay (and which will be used by Parent solely for the purpose of paying), in the case of clause (i), (a) the Offer Price for all Shares validly tendered and not withdrawn pursuant to the Offer, (b) the Merger Consideration for all Company Common Stock outstanding immediately prior to the Effective Time, (c) the issuance all amounts payable pursuant to Section 2.08(a) of the Letter of Credit would not violate one or more policies of the Issuing LenderMerger Agreement with respect to all Vested Company Stock Options and all Vested Company RSUs, and (d) no orderall related fees and expenses of Parent (collectively, Judgment the “Transaction Consideration”) and, in the case of clause (ii), any such monetary damages; provided, that the Investor shall not, under any circumstances, be obligated to purchase equity, directly or decree indirectly, from Parent or otherwise provide any funds, directly or indirectly, to Parent in an amount exceeding the Aggregate Commitment. The term “Aggregate Commitment” means $500 million, or such lesser amount, which when aggregated with the Company’s cash on hand as of the Closing, suffices to fully fund the Transaction Consideration or the amount of such damages. All payments made by the Investor pursuant to this letter agreement shall be free and clear of any Governmental Authority deduction, offset, defense, claim or arbitrator shall purport counterclaim of any kind. The Investor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Company in connection with the enforcement of its rights hereunder in the event that (i) the Investor asserts in any arbitration, litigation or other proceeding that this letter agreement is illegal, invalid or unenforceable in accordance with its terms and the Company prevails in such arbitration, litigation or other proceeding or (ii) the Investor fails or refuses to enjoin or restrain Issuing Lender from issuing make any payment to the Letter Company hereunder when due and payable and it is determined judicially that the Investor is required to make such payment hereunder. No failure on the part of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereofthe Company to exercise, and no lawdelay in exercising, ruleany right, regulationremedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company of any right, request remedy or directive (whether power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Company or allowed it by Law shall be cumulative and not having exclusive of any other, and may be exercised by the force of law) Company at any time or from time to time. The Company shall prohibit the Issuing Lender from issuingnot have any obligation to proceed at any time or in any manner against, or exhaust any Lender from taking an assignment or all of its Pro Rata Share ofthe Company’s rights against, Parent or Merger Sub prior to proceeding against the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for Investor hereunder, or will impose on and the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it failure by the Issuing LenderCompany to pursue rights or remedies against Parent or Merger Sub shall not relieve the Investor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Company.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances to the request of Borrower, Issuing Lender will issue Borrower under the Revolving Credit Facility from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account Agent has accelerated the maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) prior to the aggregate Stated. Amount satisfaction of all Letters the requirements set forth in Section 7.25 hereto, the amount of Revolving Credit Outstandings plus Hansens Notes Outstandings shall not at any time exceed $5,000,000 the Total Revolving Credit Commitment, and (ii) Revolving Outstandings will not at any time exceed after the Revolving Line, (b) satisfaction of the conditions requirements set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of7.25 hereof, the Letter amount of Revolving Credit requested or letters of credit generallyOutstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, or will impose upon the Issuing Lender any restrictionBorrower may borrow, reserve or capital requirement not in effect repay and reborrow under the Revolving Credit Facility on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on a Business Day from the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan shall be material made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to it the provisions of Section 2.11 be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the Issuing Lenderadditional payment, if any, required by Section 4.5.

Commitment. (a) Subject to and upon the terms of this Agreementand conditions herein set forth, at each Bank severally agrees to make a revolving credit loan or loans (each a "Revolving Credit Loan" and, collectively with all other Loans (including the request of Swing Line Loans and the Competitive Bid Loans), the "Loans") under the Facility to Borrower, Issuing Lender will issue which Revolving Credit Loans (i) shall be made at any time and from time to time standby on and after the Initial Borrowing Date and prior to the Maturity Date, (ii) except as hereinafter provided, may, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or documentary letters Eurodollar Loans; provided, however, that all Revolving Credit Loans made as part of creditthe same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be repaid and reborrowed in each case for accordance with the account of Borrower provisions hereof, (iv) together with all other Loans and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “all Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any timeCredit Outstandings, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) in the aggregate Stated. Amount of for all Letters of Credit shall not Banks at any time exceed $5,000,000 outstanding, the Total Commitment and (iiv) Revolving Outstandings will shall not exceed for any Bank at any time exceed outstanding the Revolving Lineaggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Loans (bexcluding Competitive Bid Loans) the conditions set forth in Section 3 have been satisfied, (c) the issuance of such Bank and with such Bank's Adjusted Percentage of the Letter of Credit would not violate one or more policies Outstandings (exclusive of Unpaid Drawings which are repaid with the Issuing Lenderproceeds of, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing simultaneously with the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share incurrence of, the Letter respective incurrence of Loans) at such time, equals (A) if such Bank is a Non-Defaulting Bank, the Adjusted Commitment of such Bank at such time and (B) if such Bank is a Defaulting Bank, the Commitment of such Bank at such time, provided, the Commitment of the Swing Line Bank shall be calculated independently of its Commitment to make Revolving Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderLoans.

Commitment. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this AgreementSection 2.03, at the request of Borrower, Issuing Lender will issue from time to time standby on any Business Day during the period from the Closing Date until the LC Availability Termination Date, to issue, increase, or documentary letters extend the expiration date of credit, Letters of Credit denominated in each case Dollars or in one or more Alternative Currencies for the account of the Borrower or the Parent or any other Subsidiary (in which case the Borrower and containing the Parent or such other Subsidiary shall be co-applicants with respect to such Letter of Credit), in accordance with subsection (b) below, and (ii) the Revolving Lenders severally agree to participate in Letters of Credit and any LC Disbursements thereunder; provided that, after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments, and (B) the aggregate outstanding principal amount of the Revolving Advances of any Revolving Lender plus such Revolving Lender’s Applicable Percentage of the Letter of Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment. Each request by the Borrower for an LC Credit Extension shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any timehereof, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Immediately upon the issuance or increase of each Letter of Credit (including the deemed issuance of the Existing Letters of Credit), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit (or such increase); provided that on the Revolving Maturity Date, the participations granted to and acquired by the Non-Extending Revolving Lenders shall be reallocated among the Extending Revolving Lenders ratably in accordance with such Extending Revolving Lenders’ respective Applicable Percentages determined after giving effect to the termination of the Non-Extended Revolving Commitments on the Revolving Maturity Date; provided further that any reallocation that would be required pursuant to the foregoing proviso shall not exceed $5,000,000be effected for so long as (x) such reallocation would result in the aggregate outstanding principal amount of the Revolving Advances of any Extending Revolving Lender plus such Extending Revolving Lender’s Applicable Percentage (as so determined) of the Letter of Credit Exposure exceeding such Extending Revolving Lender’s Extended Revolving Commitment or (y) an Event of Default shall have occurred and be continuing. No Letter of Credit shall will be issued (including any renewal issued, increased or extension of any Letter of Credit previously issued) extended unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.:

Commitment. Subject to the terms and conditions set forth herein, (i) the Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this AgreementSection 2.03, at the request of Borrower, Issuing Lender will issue from time to time standby on any Business Day during the period from the Closing Date until the LC Availability Termination Date, to issue, increase, or documentary letters extend the expiration date of creditLetters of Credit (any such issuance, increase, or extension, an “Issuance Event”) denominated in each case Dollars or in one or more Alternative Currencies for the account of the Borrower or any Guarantor (in which case the Borrower and containing such Guarantor shall be co-applicants with respect to such Letter of Credit), in accordance with subsection (b) below, and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Guarantor and any drawings thereunder; provided that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments, (B) the aggregate outstanding amount of the Revolving Advances of any Lender plus such Lender’s Applicable Percentage of the Letter of Credit Exposure, shall not exceed such Lender’s Revolving Commitment, and (C) the aggregate outstanding amount of the Revolving Advances plus the aggregate Financial and Documentary LC Exposure shall not exceed the Revolving Sublimit. Each request by the Borrower or Guarantor for an Issuance Event shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any timehereof, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Borrower’s ability to obtain Letters of Credit shall not exceed $5,000,000be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Immediately upon the issuance or increase of each Letter of Credit (including the deemed issuance of the Existing Letters of Credit), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit (or such increase). No Letter of Credit shall will be issued (including any renewal issued, increased or extension of any Letter of Credit previously issued) extended unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.:

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Loans to any of the request of Borrower, Issuing Lender will issue Borrowers under the Revolving Credit Facility from time to time standby or documentary letters of credit, in each case for from the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of Closing Date until the Revolving Line Credit Termination Date on a pro rata basis as to the total borrowing requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that (A) the proceeds of such Loan shall be used solely to finance or refinance the Borrowing base minus purchase by such Borrower of an Eligible Aircraft, and (B) the aggregate amount of the outstanding Advances at such Loan (together with any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit other Loans relating to such Aircraft) shall not exceed $5,000,000. No Letter the Applicable Aircraft Borrowing Base of Credit such Aircraft; and provided, further, that the Lenders will not be required and shall be issued have no obligation to make any such Loan (including any renewal i) so long as a Default or extension an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any Letter of Credit previously issued) unless: (a) the Notes as a result of an Event of Default; and provided further, that immediately after giving effect to each such issuanceLoan, (iX) the aggregate Stated. Amount amount of all Letters of Revolving Credit Outstandings shall not at any time exceed $5,000,000 the lesser of the Borrowing Base or the Total Revolving Credit Commitment and (iiY) Revolving Outstandings will not at any time exceed none of the Concentration Restrictions shall have been exceeded or otherwise violated. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender Facility on a Business Day from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be material to it by made which has an Interest Period that extends beyond the Issuing Lender.Stated Termination Date and

Commitment. Subject to the terms and conditions of this Agreement, at Lender hereby agrees to make credit advances on a revolving basis (collectively the request “Loan”) to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed the Commitment, the proceeds of which shall be used by Borrower for working capital and other corporate purposes. Borrower’s obligation to repay the Loan shall be further evidenced by the Note. Advances on the Loan shall be made pursuant to documentation or correspondence required by Lender that is signed or otherwise submitted by a Responsible Officer. As a subfeature under the Loan, Issuing Lender will issue agrees from time to time during the term thereof to issue standby or documentary letters of credit, in each case credit for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of crediteach, a “"Letter of Credit”" and collectively, "Letters of Credit"). The form and substance of each Letter of Credit shall be subject to approval by Lender, in its sole discretion. No Letter of Credit shall have an expiration date more than twelve (12) in an aggregate outstanding face month past the Maturity Date. The undrawn amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall reduce the Commitment and be reserved under the Loan and shall not exceed $5,000,000be available for borrowings thereunder. No Each Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect subject to each such issuancethe additional terms, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 conditions, fees, and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions rates set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would agreements, applications and any related documents required by Lender in connection with the issuance thereof. Each draft paid under a Letter of Credit shall be deemed an advance under the Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Loan are not violate one or more policies available, for any reason, at the time any draft is paid, then Borrower shall immediately pay to Lender the full amount of such draft, together with interest thereon from the Issuing Lenderdate such draft is paid to the date such amount is fully repaid by Borrower, and (d) no order, Judgment or decree at the rate of any Governmental Authority or arbitrator shall purport by its terms interest applicable to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested Credit. Furthermore, upon the occurrence of the Maturity Date or any an Event of Default, Borrower shall immediately pay to Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter amount equal to all outstanding Letters of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material held by Lender as collateral for the reimbursement obligation that would arise upon a draw under any such outstanding Letters of Credit. In any such event Borrower agrees that Lender, in its sole discretion, may debit any account maintained by Borrower with Lender for the required amounts to it be paid by the Issuing LenderBorrower.

Commitment. Subject On the terms and subject to the conditions of this letter agreement, the Equity Investor agrees to, directly or indirectly, upon the Company, Parent and Merger Sub becoming obligated under the Agreement to effect the Closing, purchase shares of Parent’s common stock in immediately available United States dollar-denominated funds in an aggregate amount in cash equal to $[ ] (the “Equity Commitment”), solely for the purpose of funding the Merger Consideration and such other amounts to be funded at or about the Effective Time as contemplated by Sections 2.04 and 2.06 of the Agreement, on the terms and subject to the conditions set forth therein. The Equity Investor’s agreement hereunder to purchase common stock of Parent may be effected, directly or indirectly, by or through one or more entities; provided, that the Equity Investor shall at all times remain obligated to satisfy all of its obligations under the terms of this letter agreement. Notwithstanding anything to the contrary herein or in the Agreement, at the request of BorrowerEquity Investor will not be under any obligation whatsoever, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, to fund or pay, or to cause there to be funded or paid, any amount in excess of, in the Credit Card Exposureaggregate, the Equity Commitment. The total amount obligated to be funded under this letter agreement, if, as and when due, will, in the FX Amount, provided event that the Stated Amount Closing under the Agreement will simultaneously occur with the funding of all Letters the Equity Commitment hereunder, be reduced by an amount equal to fifty percent (50%) of Credit the amount by which the full amount of the Equity Commitment (plus (x) the amount of the Debt Financing needed to fund the Merger actually funded at or about the Effective Time and (y) the full amount of the Equity Commitment (as defined in the Co-Investor Equity Commitment Letter) to be provided by the Co-Investor pursuant to the Co-Investor Equity Commitment Letter) exceeds the aggregate amount necessary for Parent to fund the payments at or about the Effective Time as contemplated by Sections 2.04 and 2.06 of the Agreement; provided, however, that the Equity Commitment shall not exceed $5,000,000. No Letter be reduced such that the ratio of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not Debt Financing actually funded at any time Closing to the aggregate Equity Commitment and Equity Commitment (as defined in the Co-Investor Equity Commitment Letter) actually funded at Closing would exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender2:1.

Commitment. Subject to the terms and conditions of this Agreement, at the request of Borrower, Issuing each Lender will issue severally agrees to make US Facility Advances in US Dollars to any US Facility Borrower from time to time standby from the Closing Date until the Facility Termination Date, on a pro rata basis as to the total borrowing requested by such US Facility Borrower on any day determined by such Lender's Applicable Commitment Percentage, up to but not exceeding the Commitment of such Lender; provided, however, that the Lenders will not be required and shall have no obligation to make any US Facility Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser Lenders have accelerated the maturity of the Revolving Line or the Borrowing base minus the aggregate amount Obligations as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceUS Facility Advance, (i) the aggregate Stated. Amount of all Letters of Credit Total Outstandings shall not exceed the Total Commitment. Within such limits, the US Facility Borrowers may borrow, repay and reborrow US Facility Loans hereunder, on a Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Facility Termination Date; provided, however, that (A) no Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (B) each Eurodollar Rate Loan may be repaid only on the last day of the Interest Period with respect thereto, unless such prepayment is accompanied by the additional payment, if any, due under Section 5.05. The US Facility Borrowers agree that if at any time exceed $5,000,000 and (ii) Revolving the US Facility Outstandings will not at any time shall exceed the Revolving LineTotal Commitment, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance US Facility Borrowers shall immediately repay a principal amount of the Letter outstanding US Facility Loans or Offshore Facility Loans such that, as a result of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofsuch reduction, the Letter of Credit requested Total Commitment shall equal or letters of credit generally, or will impose upon exceed the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderTotal Outstandings.

Commitment. Subject (a) The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of this Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $3,783,784 (such amount, and as adjusted herein, the “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, at (ii) pay any and all fees and expenses of Parent, Merger Sub and Surviving Company in connection with the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser consummation of the Revolving Line Merger and the other transactions contemplated by the Merger Agreement, and (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Borrowing base minus Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Sponsor hereunder shall not exceed $5,000,000the amount of the Commitment. No Letter In the event that Parent does not require the full amount of Credit shall be issued (including any renewal or extension the sum of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and Commitment plus (ii) Revolving Outstandings will not at the Other Sponsors’ Commitments (as defined in their respective ECLs) to consummate the Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Merger Consideration, and pay any time exceed other amounts required to be paid by Parent, Merger Sub and the Revolving LineSurviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, (b) Merger Sub and Surviving Company related to the conditions set forth transactions contemplated by the Merger Agreement; provided that no such reduction shall result in Section 3 have been satisfiedthe Sponsor, (c) the issuance together with its Affiliates, holding more than 25% of the Letter Equity Securities of Credit would not violate one or more policies Parent on a fully diluted basis as of immediately after the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderClosing.

Commitment. Subject On and subject to the terms and conditions of this Reimbursement and Pledge Agreement, at (a) the request of BorrowerFronting Bank agrees to issue, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case extend and renew for the account of the Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender one or more standby letters of credit (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not from time to exceed file lesser of time before the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving LineCommitment Termination Date, (b) each Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the conditions set forth request of and for the account of the Borrower from time to time before the Commitment Termination Date in Section 3 have been satisfiedsuch Lender’s Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (c) the issuance of the each Lender hereby agrees to purchase Letter of Credit would not violate one or more policies Participations in the obligations of the Issuing LenderFronting Bank under Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2, and (d) no orderwith respect to Several Letters of Credit, Judgment or decree of any Governmental Authority or arbitrator the Fronting Bank hereby agrees that it shall purport by be severally (and not jointly) liable for an amount equal to its terms Commitment Percentage plus each Participating Bank’s Commitment Percentage and each Participating Bank hereby agrees to enjoin or restrain Issuing Lender from issuing the purchase Letter of Credit requested or Participations in the obligations of the Fronting Bank under any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the such Several Letter of Credit requested or letters in an amount equal to such Participating Bank’s Commitment Percentage; provided however, that after giving effect to any Credit Extension pursuant to this §2.1.1, (x) the sum of credit generallythe Total Outstandings shall not exceed the Total Commitment, or will impose upon and (y) the Issuing Lender any restrictionTotal Outstandings shall not exceed the Collateral Coverage Amount. The Borrower, reserve or capital requirement not in effect the Fronting Bank and the Lenders agree that on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on after the Closing Date deemed Date, the Letters of Credit listed on Schedule 2.1.1 (the “Existing Letters of Credit”) shall be Letters of Credit hereunder and shall cease to be material to it by outstanding under that certain Amended and Restated Letter of Credit Reimbursement and Pledge Agreement dated as of June 9, 2006 among the Issuing LenderBorrower, the Administrative Agent and various financial institutions.

Commitment. Subject From and including the date of this Agreement and prior to the Revolving Facility Termination Date, the Lender agrees, on the terms of and conditions set forth in this Agreement, at Agreement to make Advances to the request of Borrower, Issuing Lender will issue Borrowers from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount amounts not to exceed file lesser the Aggregate Revolving Commitment. Notwithstanding the foregoing, any Advances made by the Lender to the Borrowers that are in excess of the Aggregate Revolving Line or Commitment Sublimit shall be made by the Borrowing base minus Lender in its sole discretion. The commitment of the aggregate Lender to lend hereunder shall expire on the Revolving Facility Termination Date. All Advances hereunder will be evidenced by a single promissory note of the Borrowers payable to the order of the Lender and in form and substance satisfactory to the Lender in the amount of the outstanding Advances at any timeAggregate Revolving Commitment. Although the Note will be expressed to be payable in the full Loan amount, the Credit Card ExposureBorrowers will be obligated to pay only the amounts actually disbursed hereunder, together with accrued interest on the outstanding balance at the rates and on the dates specified in the Note and such other charges provided for herein and therein. Amounts borrowed pursuant to the Aggregate Revolving Commitment or the Aggregate Revolving Commitment Sublimit, as the case may be, which are repaid or prepaid by the Borrowers may be reborrowed, only with Lender's prior written consent to such reborrowing, which Lender may withhold in its sole discretion. Lender is hereby authorized to record the principal amount of each Advance hereunder and each repayment on a schedule attached to the Note or otherwise in Lender's records, and such entries shall be prima facie evidence of the FX Amountexistence and the amounts of the obligations therein recorded; provided however, provided that neither the Stated Amount failure to so record nor any error in such recordation shall affect the Borrowers' obligations under the Note. The Borrowers hereby authorize Lender to extend, or continue Advances hereunder based on telephonic notices or email notices made by any authorized officer Lender in good faith believes to be acting on behalf of Westaff USA. Westaff USA agrees to deliver promptly to Lender a written confirmation if such confirmation is requested by Lender, of each telephonic notice or email notice signed by an authorized officer. If the written confirmation differs in any material respect from the action taken by Lender, the records of Lender shall govern absent manifest error. Notwithstanding anything herein or in any Loan Document to the contrary, all Advances made hereunder for the benefit of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit the Borrowers shall be issued paid and made only to Westaff (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderUSA).

Commitment. Subject to the terms and conditions of this Agreement, at each Revolving Lender severally agrees to make Advances to the request of Borrower, Issuing Lender will issue Borrower under the Revolving Credit Facility from time to time standby from the Effective Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Revolving Lender's Applicable Revolving Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Revolving Lender, provided, however, that the Revolving Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account Agent has accelerated the maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) the aggregate Stated. Amount amount of all Letters of Revolving Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the plus Letter of Credit would Outstandings plus Swing Line Outstandings shall not violate one exceed the lesser of (A) the Total Revolving Credit Commitment or more policies (B) the Borrowing Base minus the amount of any Term Loan B Outstandings. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Effective Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Revolving Credit Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.7, be repaid only on the last day of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender Interest Period with respect thereto unless such payment is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it accompanied by the Issuing Lenderadditional payment, if any, required by Section 6.5.

Commitment. Subject to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus In no event shall the aggregate principal amount of the Swing Line Loans outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) Swing Line Commitment. In no event shall the conditions set forth in Section 3 have been satisfied, (c) Swing Line Commitment exceed the issuance Working Capital Loan Commitments and any reduction of the Letter of Credit would not violate one Working Capital Loan Commitments made pursuant to subsections 2.5A, 2.5F or more policies 2.5G which reduces the Working Capital Loan Commitments below the then current amount of the Issuing Swing Line Commitment shall result in an automatic corresponding reduction of the Swing Line Commitment to the amount of the Working Capital Loan Commitments, as so reduced, without any further action on the part of Administrative Agent. Administrative Agent's Swing Line Commitment shall expire on the Expiry Date and all Swing Line Loans shall be paid in full no later than that date. Swing Line Loans borrowed by Borrower under this subsection 2.2B may be repaid and, to but excluding the Expiry Date, reborrowed. Each Swing Line Loan shall be repaid not later than thirty-five months after the date such advance was made. All Swing Line Loans shall be Base Rate Loans and bear interest as provided in subsection 2.3A. Swing Line Loans made on any Funding Date may be made in any amount, subject to the terms and conditions of this Agreement. Administrative Agent, at any time in its sole and absolute discretion may, on one (1) Business Day's notice, require each Lender, and each Lender hereby agrees, subject to subsection 2.2A(iv) and this subsection 2.2B, to make a Working Capital Loan (dwhich shall initially be funded as a Base Rate Loan) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms in an amount equal to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its such Lender's Pro Rata Share thereofof the amount of the outstanding Swing Line Loans ("Refunded Swing Line Loans") with respect to which notice is given by Administrative Agent; provided, and no lawhowever, rule, regulation, request or directive the obligation of each Lender to make any such Working Capital Loan is subject to the condition that (whether or not having i) Administrative Agent believed in good faith that all conditions under Section 3 to the force making of law) shall prohibit such Swing Line Loan were satisfied at the Issuing Lender from issuingtime such Swing Line Loan was made, or (ii) such Lender shall have actual knowledge, by receipt of the statements required pursuant to subsection 5.1 of this Agreement or otherwise, that any such condition has not been satisfied but shall have failed to notify Administrative Agent in writing that it has no obligation to make Working Capital Loans until such condition has been satisfied (any such notice shall be effective as of the date of receipt by Administrative Agent), or (iii) the satisfaction of any such condition not satisfied had been waived by Requisite Lenders prior to or at the time such Swing Line Loan was made. In the event that Working Capital Loans are made by Lenders under the immediately preceding sentence, each such Lender from taking an assignment shall make the amount of its Pro Rata Share ofWorking Capital Loan available to Administrative Agent, in same day funds, at the Letter office of Credit requested Administrative Agent located at One Bankers Trust Plaza, New York, New York (or letters of credit generallyat any other location designated in writing by Administrative Agent to Lenders), or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect later than 12:00 Noon (New York time) on the closing Date Business Day next succeeding the date such notice is given. The proceeds of such Working Capital Loans shall be immediately delivered to Administrative Agent (and for which not to Borrower) and applied to repay the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed Refunded Swing Line Loans. Borrower authorizes Administrative Agent to be material to it by the Issuing Lender.charge

Commitment. Subject to the terms and conditions of this Agreement, ---------- each Lender severally agrees to make Advances of Revolving Loans to the Borrower, from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of the Total Revolving Credit Commitment up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not -------- ------- be required and shall have no obligation to make any Advance (i) so long as a Default or an Event of Default has occurred and is continuing; provided further, -------- -------- that the Required Lenders may elect in writing to make an Advance notwithstanding such Default or Event of Default unless Section 12.06 requires ------------- that all of the Lenders must waive the Default or Event of Default or consent to the underlying actions or conditions resulting in such Default or Event of Default or (ii) if the Agent (in accordance with the terms of this Agreement, at ) has accelerated the request maturity of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuance-------- ------- Advance, (i) the aggregate Stated. Amount amount of all Letters of Revolving Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the plus Letter of Credit would Outstandings plus Swing Line Outstandings shall not violate one or more policies exceed the Total Revolving Credit Commitment. Within such limits and subject to the other terms and conditions of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofthis Agreement, the Letter of Credit requested or letters of credit generallyBorrower may borrow, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date repay and for which the Issuing Lender is not already compensated for reborrow hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on a Business Day from the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (x) no Eurodollar Rate Loan shall be material made which has an -------- ------- Interest Period that extends beyond the Stated Termination Date and (y) each Eurodollar Rate Loan may, subject to it the provisions of Section 2.08, be repaid ------------ only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the Issuing Lender.additional payment, if any, required by Section ------- 4.05. ----

Commitment. Subject to the terms of this Agreementand conditions and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Loans to the Borrower at the request of Borrower, Issuing Lender will issue any time and from time to time standby on or documentary letters of creditafter the date hereof and to, in each case for but not including, the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of creditTermination Date, a “Letter of Credit”) in an aggregate principal amount at any time outstanding face amount to the Borrower not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of such Lender's Commitment, as such Commitment may be reduced in accordance with the outstanding Advances at any time, provisions of this Agreement. Notwithstanding the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, foregoing (i) the aggregate Stated. Amount principal amount of all Letters Loans outstanding at any time to the Borrower shall not exceed the lesser of Credit (A) the Total Commitment and (B) the then current Borrowing Base, (ii) the aggregate principal amount of Wet Loans shall not at any time exceed $5,000,000 and the Wet Mortgage Loan Sublimit, (iiiii) Revolving Outstandings will the aggregate principal amount of Loans the proceeds of which are used by the Borrower to make Multifamily/Mixed Use Mortgage Loans shall not at any time exceed the Revolving LineMultifamily/Mixed Use Mortgage Loan Sublimit, (biv) the conditions aggregate principal amount of Loans the proceeds of which are used by the Borrower to make High LTV Mortgage Loans shall not at any time exceed the High LTV Mortgage Loan Sublimit, (v) the aggregate principal amount of Loans the proceeds of which are used by the Borrower to make Mortgage Loans secured by second mortgages shall not at any time exceed the Second Mortgage Loan Sublimit, (vi) the aggregate principal amount of Loans the proceeds of which are used by the Borrower for general corporate purposes shall not at any time exceed the Working Capital Sublimit, and (vii) the aggregate principal amount of Loans used by the Borrower to make Conforming Mortgage Loans shall not exceed the Conforming Mortgage Loan Sublimit prior to April 3 1998 and shall not exceed zero thereafter. The Total Commitment and the Commitment of each Lender shall automatically and permanently be reduced to zero on February 3, 2000 (the "Termination Date"). Within the limits of time and amount set forth in this Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of2.01, the Letter Borrower may borrow, repay and reborrow hereunder subject to the provisions of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lenderthis Agreement.

Commitment. Subject to the terms and conditions set forth herein, (i) the Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this AgreementSection 2.03, at the request of Borrower, Issuing Lender will issue from time to time standby on any Business Day during the period from the Effective Date until the LC Availability Termination Date, to issue, increase, or documentary letters extend the expiration date of credit, Letters of Credit denominated in each case Dollars or in one or more Alternative Currencies for the account of the Borrower or the Parent or any other Subsidiary (in which case the Borrower and containing the Parent or such other Subsidiary shall be co-applicants with respect to such Letter of Credit), in accordance with subsection (b) below, and (ii) the Revolving Lenders severally agree to participate in Letters of Credit and any LC Disbursements thereunder; provided that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the Revolving Outstanding Amount shall not exceed the aggregate Revolving Commitments, (B) the aggregate outstanding principal amount of the Revolving Advances of any Revolving Lender plus such Revolving Lender’s Applicable Percentage of the Letter of Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment and (C) the aggregate outstanding amount of the Revolving Advances shall not exceed the Revolving Sublimit. Each request by the Borrower for an LC Credit Extension shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any timehereof, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Borrower’s ability to obtain Letters of Credit shall not exceed $5,000,000be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Immediately upon the issuance or increase of each Letter of Credit (including the deemed issuance of the Existing Letters of Credit), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit (or such increase). No Letter of Credit shall will be issued (including any renewal issued, increased or extension of any Letter of Credit previously issued) extended unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.:

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Loans to any of the request of Borrower, Issuing Lender will issue Borrowers under the Revolving Credit Facility from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the applicable Borrower on any day determined by such Lender’s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that (A) the proceeds of such Loan shall be used by such Borrower to (i) finance or documentary letters reimburse a Borrower for up to the Allowed Percentage of credit(x) an Eligible Asset and (y), without duplication of amounts included in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender clause (each such letter of creditx), a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser 65% of the Revolving Line costs incurred in connection with any Approved Improvements or any Qualified Conversion related to such Eligible Asset and (ii) subsequent to the Borrowing base minus initial purchase of such Eligible Asset, to finance up to the aggregate Allowed Percentage of such Eligible Asset and (B) the amount of the outstanding Advances at such Loan (together with any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit other Loans relating to such Eligible Asset) shall not exceed $5,000,000. No Letter the Allowed Percentage of Credit such Eligible Asset; and provided, further, that the Lenders will not be required and shall be issued have no obligation to make any such Loan (including any renewal i) so long as a Default or extension an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any Letter of Credit previously issued) unless: (a) the Loans as a result of an Event of Default; and provided, further, that immediately after giving effect to each such issuanceLoan, (iA) the aggregate Stated. Amount Borrowers shall be in compliance with the Borrowing Base Covenant; and (B) the amount of all Letters of Revolving Credit Outstandings shall not at any time exceed $5,000,000 the Total Revolving Credit Commitment; and provided, further, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (ii2) each Revolving Outstandings will not at any time exceed Loan that is a Eurodollar Rate Loan may, subject to the Revolving Lineprovisions of Section 2.6, (b) be repaid only on the conditions set forth in Section 3 have been satisfied, (c) the issuance last day of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender Interest Period with respect thereto unless such payment is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it accompanied by the Issuing Lenderadditional payment, if any, required by Section 4.5. Amounts borrowed and subsequently repaid shall not be available to the Borrower to re-borrow.

Commitment. Subject With respect to each Territory, during each Avail Term therefor, Licensee shall license from Licensor as Included Programs hereunder for each Territory the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unlessfollowing: (a) after giving effect at least ninety percent (90%) of all Current Films with an Availability Date in such Territory during such Avail Term, and (b) a sufficient number of Library Films to each ensure that at least thirty-five (35) Library Films are made available on the Licensed Service in such issuanceTerritory at any given time during such Avail Term (“Minimum Licensing Commitment”). Notwithstanding the Minimum Licensing Commitment set forth herein, Licensee shall in no event be required (i) to make available on the aggregate Stated. Amount Licensed Service in any Territory more than fifteen (15) Library Films prior to the date sixty (60) days after the commencement of all Letters the applicable Avail Term, or more than thirty-five (35) Library Films prior to the date ninety (90) days after the commencement of Credit shall not at any time exceed $5,000,000 and the applicable Avail Term, (ii) Revolving Outstandings will to license any Current Films (including DTVs) or Library Films that are rated more restrictively than “R” (or the equivalent rating in the applicable Territory) or are unrated by the MPAA (or the applicable ratings body in the applicable Territory) or are otherwise restricted in thesuch Territory, or (iii) to license any Current Films (including DTVs) or Library Films that are not at any time exceed originally produced in the Revolving LineEnglish language or the Licensed Language with respect to such Territory. For clarity, (b) with respect to each Territory, Licensee shall have the conditions option to license additional Current Films and/or Library Films beyond the Minimum Licensing Commitment by selecting such additional films from the Current Avail Lists and/or the Library Avail List, as applicable, provided by Licensor for such Territory pursuant to Section 3.2 below. With respect to each Territory, as of the commencement of the applicable Avail Term, Licensee shall license as Included Programs hereunder for such Territory the Current Films and Library Films set forth on or otherwise attached to the applicable Exhibit (which Included Programs, for the avoidance of doubt, shall count towards fulfilling the Minimum Licensing Commitment). Notwithstanding anything to the contrary herein, in Section 3 have been satisfiedthe event that the Initial Avail Term for the applicablea Territory is less than twelve (12) months, (c) the issuance of the Letter of Credit would not violate one any maximums or more policies of the Issuing Lender, and (d) no order, Judgment minimumsmaximum or decree of any Governmental Authority or arbitrator minimum licensing commitments applicable to Licensee for such Territory shall purport by its terms be pro-rated with respect to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose such shorter Initial Avail Term.adjusted upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lenderparties’ mutual agreement.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances in Dollars or an Alternative Currency (as specified in the request of Borrower, Issuing Lender will issue respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account Agent has accelerated the maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided further, the Credit Card Exposurehowever, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (i) the aggregate Stated. Amount Dollar Value of all Letters the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Eurodollar Rate Loan may, subject to the provisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.5. The Borrower agrees that if at any time exceed $5,000,000 and (ii) Revolving the Outstandings will not at any time shall exceed the Total Revolving LineCredit Commitment, (b) the conditions set forth in Section 3 have been satisfied, (c) Borrower shall immediately reduce the issuance outstanding principal amount of the Letter Loans such that, as a result of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofsuch reduction, the Letter of Outstandings shall not exceed the Total Revolving Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderCommitment.

Commitment. Subject (a) The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of this Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $13,513,514 (such amount, and as adjusted herein, the “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, at (ii) pay any and all fees and expenses of Parent, Merger Sub and Surviving Company in connection with the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser consummation of the Revolving Line Merger and the other transactions contemplated by the Merger Agreement, and (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Borrowing base minus Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Sponsor hereunder shall not exceed $5,000,000the amount of the Commitment. No Letter In the event that Parent does not require the full amount of Credit shall be issued (including any renewal or extension the sum of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and Commitment plus (ii) Revolving Outstandings will not at any time exceed the Revolving LineOther Sponsors’ Commitments (as defined in their respective ECLs) to consummate the Merger, (b) the conditions set forth amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in Section 3 have been satisfiedwriting by the Sponsor, (c) be reduced by Parent to the issuance of level sufficient to fully fund the Letter of Credit would not violate one or more policies of the Issuing LenderMerger Consideration, and (d) no order, Judgment or decree of pay any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed other amounts required to be material paid by Parent, Merger Sub and the Surviving Company pursuant to it the Merger Agreement and all related fees and expenses of Parent, Merger Sub and Surviving Company related to the transactions contemplated by the Issuing LenderMerger Agreement.

Commitment. Subject to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file the lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed Ten Million Dollars ($5,000,00010,000,000). No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Stated Amount of all Letters of Credit shall not at any time exceed Ten Million Dollars ($5,000,000 10,000,000) and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.”

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Advances of Dollar Revolving Loans in Dollars or FF Revolving Loans in French Francs (as specified in the request of Borrower, Issuing Lender will issue respective Borrowing Notice) to the Borrower under the Revolving Credit Facility from time to time standby from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding a Dollar Value equal to the Revolving Credit Commitment of such Lender; provided, however, that the Lenders will not be 40 48 required and shall have no obligation to make any Advance under the Revolving Credit Facility (i) so long as any condition set forth in Section 7.2 hereof is not satisfied or documentary letters (ii) if the Agent has accelerated the maturity of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Notes as a result of the outstanding Advances at any timean Event of Default; provided, the Credit Card Exposurefurther, and the FX Amounthowever, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuanceAdvance, (iA) the aggregate Stated. Amount Dollar Value of all Letters Revolving Credit Outstandings plus the Dollar Value of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would Outstandings shall not violate one or more policies exceed the Total Revolving Credit Commitment, (B) the Dollar Value of all Outstandings shall not exceed the Issuing Lender, Total Credit Commitment and (dC) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofif such Advance is a FF Revolving Loan, the Letter amount of Credit requested or letters of credit generallyFF Revolving Loan Outstandings plus Tranche B Term Loan Outstandings shall not exceed the Total FF Loan Commitment. Within such limits, or will impose upon the Issuing Lender any restrictionBorrower may borrow, reserve or capital requirement not in effect on the closing Date repay and for which the Issuing Lender is not already compensated for reborrow hereunder, or will impose on the Issuing Lender unreimbursed lossa Business Day, cost or expense that was not applicable on from the Closing Date deemed until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Fixed Rate Revolving Loan shall be material made which has an Interest Period that extends beyond the Revolving Credit Termination Date and (z) each Fixed Rate Revolving Loan may, subject to it by the Issuing Lenderprovisions of Section 5.5, be repaid only on the last day of the Interest Period with respect thereto.

Commitment. Subject (a) The Sponsor hereby commits, subject to the terms and conditions set forth herein, to subscribe, or cause to be subscribed, directly or indirectly through one or more intermediate entities, for newly issued ordinary shares of this Parent to be issued to the Sponsor or a Person or Persons designated by the Sponsor, and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Effective Time an aggregate cash purchase price equal to $10,000,000 (such amount, and as adjusted herein, the “Commitment”) for the purposes specified in the immediately following sentence. Such Commitment, and the corresponding commitments under the other ECLs, shall be used by Parent, to the extent necessary, solely to (i) fund the Merger Consideration and any other amounts required to be paid by Parent, Merger Sub and the Surviving Company pursuant to the Merger Agreement, at (ii) pay any and all fees and expenses of Parent, Merger Sub and Surviving Company in connection with the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser consummation of the Revolving Line Merger and the other transactions contemplated by the Merger Agreement, and (iii) satisfy all of Parent, Merger Sub and Surviving Company’s other payment obligations in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and not for any other purpose. The Sponsor may effect the contribution of the Commitment directly or indirectly through Permitted Syndications (as defined in the Borrowing base minus Interim Investor Agreement). Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances be obligated to contribute more than the Commitment pursuant to this letter agreement to Parent or any other Person, and the aggregate amount of liability of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Sponsor hereunder shall not exceed $5,000,000the amount of the Commitment. No Letter In the event that Parent does not require the full amount of Credit shall be issued (including any renewal or extension the sum of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and Commitment plus (ii) Revolving Outstandings will not at the Other Sponsors’ Commitments (as defined in their respective ECLs) to consummate the Merger, the amount to be funded under this letter agreement and under the other ECLs shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent to the level sufficient to fully fund the Merger Consideration, and pay any time exceed other amounts required to be paid by Parent, Merger Sub and the Revolving LineSurviving Company pursuant to the Merger Agreement and all related fees and expenses of Parent, (b) Merger Sub and Surviving Company related to the conditions set forth transactions contemplated by the Merger Agreement; provided that no such reduction shall result in Section 3 have been satisfiedthe Sponsor, (c) the issuance together with its Affiliates, holding more than 25% of the Letter Equity Securities of Credit would not violate one or more policies Parent on a fully diluted basis as of immediately after the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderClosing.

Commitment. Subject to and upon the terms of this Agreementand conditions set forth herein, each Lender severally agrees to (x) convert (to the extent permitted to remain outstanding in compliance with Section 6.01(m)(ii), on the Restatement Effective Date, the Existing Revolving Loans made by such Lender pursuant to the Existing Credit Agreement into Revolving Loans hereunder and (y) make, at the request of Borrower, Issuing Lender will issue any time and from time to time standby or documentary letters of credit, in each case for on and after the account of Borrower Restatement Effective Date and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory prior to Issuing Lender (each such letter of creditthe Final Maturity Date, a “Letter of Credit”revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") in an aggregate outstanding face amount not to exceed file lesser the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Line or Loans comprising the same Borrowing base minus shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) may not be incurred by the Borrower unless if, after giving effect thereto, (A) the Consolidated Senior Debt to Capitalization Ratio is not greater than (I) 67% during Phase I and (II) 75% during Phase II and (B) the Consolidated Debt to Capitalization Ratio is not greater than 75%, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the outstanding Advances proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at any such time, equals the Credit Card Exposure, Revolving Commitment of such Lender at such time and the FX Amount, provided that the Stated Amount of all Letters of Credit (v) shall not exceed $5,000,000. No for all Lenders at any time outstanding that aggregate principal amount which, when added to the aggregate amount of all Letter of Credit shall be issued Outstandings (including any renewal or extension exclusive of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) Unpaid Drawings which are repaid with the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lenderproceeds of, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing simultaneously with the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share incurrence of, the Letter respective incurrence of Credit requested or letters of credit generallyRevolving Loans) at such time, or will impose upon equals the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing LenderTotal Revolving Commitment at such time.

Commitment. Subject From time to time from the date of this Agreement until 5 Business Days prior to the Maturity Date, at the request of the Borrower, the requested Issuing Lender shall, on the terms and conditions set forth in this Agreement (including, without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the aggregate outstanding principal amount of all Advances at such time; if such Letter of Credit has an Expiration Date later than 5 Business Days prior to the Maturity Date; if such Letter of Credit has an expiration date later than one year after its issuance or extension; provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the applicable Issuing Lender for additional one-year periods; unless such Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; if such Letter of Credit is a standby letter of credit, it does not support the repayment of indebtedness for borrowed money of any Person; unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; if any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender is satisfied that it will have no Fronting Exposure after giving effect thereto. If the terms of any Letter of Credit Application referred to in the foregoing clause (vi) conflicts with the terms of this Agreement, at the request terms of Borrowerthis Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Lender will issue from time shall have any obligation hereunder to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposureissue, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of issue, any Letter of Credit previously issued) unless: (a) after giving effect the proceeds of which would be made to each such issuance, any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory, that at the aggregate Stated. Amount time of all Letters such funding is the subject of Credit shall not at any time exceed $5,000,000 and Sanctions or (ii) Revolving Outstandings will not at in any time exceed the Revolving Line, (b) the conditions set forth manner that would result in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree a violation of any Governmental Authority or arbitrator shall purport Sanctions by its terms any party to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lenderthis Agreement.

Commitment. Subject During the Commitment Period, subject to the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory hereof, each Lender severally agrees to Issuing Lender (each such letter of credit, a “Letter of Credit”) make Loans to Borrowers in an aggregate outstanding face amount up to but not exceeding such Lender’s Commitment; provided, that (i) after giving effect to the making of any Loans, (1) the total Loans borrowed in any week shall not exceed file an amount equal to (A) the aggregate maximum principal amount of Loans projected to be borrowed during such week as specified in the Budget at such time, plus (B) the amount of the Lender Expenses and Cash Collateral Interest Payments paid (or to be paid with the applicable Loan) during such week, minus (C) the amount of any Critical Vendor Payments contemplated to have been paid during such week pursuant to the Budget that are not approved by the Bankruptcy Court or are not permitted by the terms hereof, and (2) the Total Utilization of Commitments shall not exceed the lesser of (x) an amount equal to (A) the Revolving Line or maximum aggregate principal amount of Loans projected to be outstanding as specified in the Borrowing base minus Budget at such time, plus (B) the aggregate amount of the Lender Expenses and Cash Collateral Interest Payments paid (or to be paid with the applicable Loan) through such date, minus (C) the amount of Critical Vendor Payments contemplated to have been paid since the Interim Facility Effective Date pursuant to the Budget that are not approved by the Bankruptcy Court or are not permitted by the terms hereof, and (y) the Commitments at such time, and (ii) notwithstanding the foregoing, the aggregate principal amount of Loans outstanding Advances at any time, time during the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Interim Period shall not exceed $5,000,0007,500,000. No Letter of Credit Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Commitment Period. Each Lender’s Commitment shall expire on the Final Maturity Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each paid in full no later than such issuance, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lenderdate.

Commitment. Subject to the terms and conditions set forth herein, Lender agrees to make loans (each of this Agreementwhich is a “Loan”, at and collectively the request of “Loans”) to Borrower, Issuing Lender will issue on a revolving basis (the “Borrowing Base Facility”) from time to time standby or documentary letters during the period commencing on the date hereof and continuing through July 1, 2012 (the “Maturity Date”), the maturity date of creditthe promissory note evidencing the Borrowing Base Facility, in each case for such amounts as Borrower may request hereunder; provided, however, (1) the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender total principal amount (each such letter of credit, a the “Letter of CreditBorrower’s Loan Limit”) in an aggregate outstanding face amount at any time shall not to exceed file the lesser of the Revolving Line or (i) an amount equal to the Borrowing base Base and (ii) $10,000,000 minus the aggregate face amount of the outstanding Advances any Letters of Credit; and (2) at any timetime during which Borrower’s “adjusted net income” as reported on any compliance certificate delivered pursuant to Section 6(d)(i) is less than $1.00, or if Borrower fails to deliver such certificate, then the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit Borrower’s Loan Limit shall not exceed $5,000,0004,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect Subject to each such issuancethe terms and conditions hereof, (i) the aggregate StatedBorrower may borrow, repay and reborrow hereunder. Amount of all Letters of Credit shall not If at any time exceed $5,000,000 and (ii) Revolving Outstandings will not at any time the outstanding advances under the Borrowing Base Facility exceed the Revolving LineBorrower’s Loan Limit as shown on any reports delivered to Lender under Section 6(d)(ii) or as indicated by Lender’s own records, (b) Borrower shall, on the conditions set forth in Section 3 have been satisfied, (c) the issuance date of the Letter delivery of Credit would not violate one such report to Lender or more policies on the date of notice from Lender as to Lender’s records, prepay on the Issuing LenderBorrowing Base Facility such amount as may be necessary to eliminate such excess, plus all accrued but unpaid interest thereon. The sums advanced under the Borrowing Base Facility shall be used for general corporate purposes and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share ofworking capital. As used in this Agreement, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.term “Borrowing Base” shall have the

Commitment. Subject The obligations of any Bank to the terms of this Agreement, make Revolving Loans hereunder shall cease at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender 5:01 p.m. (each such letter of credit, a “Letter of Credit”New York City time) in an aggregate outstanding face amount not to exceed file lesser of on the Revolving Line or Credit Termination Date. For the Borrowing base minus the aggregate amount avoidance of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuancedoubt, (i) the aggregate Stated. Amount of all Letters of Credit no Bank shall not at have any time exceed $5,000,000 obligation to become an Applicable Tranche Swingline Bank and make Swingline Loans, (ii) Revolving Outstandings will any determination by an Applicable Tranche Swingline Bank to make a specific Swingline Loan shall not obligate the same Applicable Tranche Swingline Bank to make any other Swingline Loan and (iii) the Company’s ability to request such Swingline Loans shall cease at any time exceed 5:01 p.m. (New York City time) on the Revolving LineCredit Termination Date. Notwithstanding anything to the contrary contained herein, any Bank (“Affiliate Funding Bank”) may at its option elect to fund any loan through any Affiliate (“Funding Affiliate”) of such Bank. Each party hereto hereby agrees that (i) neither the grant to any Funding Affiliate nor the exercise of any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligation of the Company under this Agreement or any of the other Loan Documents, (ii) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which an Affiliate Funding Bank would be liable, (iii) the Affiliate Funding Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (iv) the Affiliate Funding Bank shall remain solely responsible for the performance under this Agreement, (v) the Company and each Agent shall continue to deal solely and directly with such Affiliate Funding Bank in connection with the Affiliate Funding Bank’s rights and obligations under this Agreement and (vi) the Affiliate Funding Bank shall for all purposes, retain the sole right to enforce this Agreement and to approve any amendment, waiver or other modification of any provision of any Loan Document. The making of a Revolving Loan or a Swingline Loan under any Applicable Tranche by a Funding Affiliate hereunder shall utilize the Applicable Tranche Commitment of such Affiliate Funding Bank to the same extent, and as if, such Loan were made by such Affiliate Funding Bank. Notwithstanding anything to the contrary contained herein, any Bank (a “Funding Affiliate Bank”) may at its option elect to fund any loan to the Borrower through any foreign or domestic branch or Affiliate (a “Funding Affiliate”) of such Funding Affiliate Bank; provided that (x) nothing herein shall constitute a commitment by any Funding Affiliate to fund any Loan, and (y) if a Funding Affiliate fails to make all or any part of such Loan, the Funding Affiliate Bank shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 4.3(b). Each party hereto hereby agrees that (a) neither the grant to any Funding Affiliate nor the exercise by any Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement, (b) the conditions set forth in Section 3 have been satisfiedno Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Bank would be liable, and (c) the issuance Funding Affiliate Bank shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by a Funding Affiliate hereunder shall utilize the Applicable Tranche Commitment of the Letter of Credit would not violate one or more policies of Funding Affiliate Bank to the Issuing Lendersame extent, and (d) no orderas if, Judgment or decree of any Governmental Authority or arbitrator shall purport such Loan were made by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lendersuch Funding Affiliate Bank.

Commitment. Subject to the terms and conditions of this Agreement, at each Lender severally agrees to make Loans to the request of Borrower, Issuing Lender will issue Borrower under the Revolving Credit Facility in Dollars from time to time standby from the A&R Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Xxxxxx’s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Loan (i) so long as a Default or documentary letters an Event of credit, in each case for Default has occurred and is continuing or (ii) if the account Agent has accelerated the maturity of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser any of the Revolving Line or the Borrowing base minus the aggregate amount Loans as a result of the outstanding Advances at any timean Event of Default; and provided, the Credit Card Exposurefurther, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) immediately after giving effect to each such issuance, (i) Loan the aggregate Stated. Amount amount of all Letters of Revolving Credit Outstandings shall not at exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the A&R Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (1) no Revolving Loan that is a SOFR Loan shall be made which has an Interest Period that extends beyond the earliest Stated Termination Date applicable to any time exceed $5,000,000 Revolving Credit Commitments as provided in the definition of “Interest Period” and (ii2) each Revolving Outstandings will not at any time exceed Loan that is a SOFR Loan may, subject to the Revolving Lineprovisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.5. (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.)

Commitment. Subject to the terms and conditions of this Agreement, at Lender hereby agrees to make credit advances on a revolving basis (collectively the request “Loan”) to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed the Commitment, the proceeds of which shall be used by Borrower for working capital and other corporate purposes. Borrower’s obligation to repay the Loan shall be further evidenced by the Note. Advances on the Loan shall be made pursuant to documentation or correspondence required by Lender that is signed or otherwise submitted by a Responsible Officer. As a subfeature under the Loan, Issuing Lender will issue agrees from time to time during the term thereof to issue standby or documentary letters of credit, in each case credit for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of crediteach, a “"Letter of Credit”" and collectively, "Letters of Credit") in an aggregate outstanding face aggregate, undrawn amount not to exceed file lesser $5,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Lender, in its sole discretion. No Letter of Credit shall have an expiration date more than twelve (12) month past the Revolving Line or the Borrowing base minus the aggregate Maturity Date. The undrawn amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall reduce the Commitment and be reserved under the Loan and shall not exceed $5,000,000be available for borrowings thereunder. No Each Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect subject to each such issuancethe additional terms, (i) the aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 conditions, fees, and (ii) Revolving Outstandings will not at any time exceed the Revolving Line, (b) the conditions rates set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would agreements, applications and any related documents required by Lender in connection with the issuance thereof. Each draft paid under a Letter of Credit shall be deemed an advance under the Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Loan are not violate one or more policies available, for any reason, at the time any draft is paid, then Borrower shall immediately pay to Lender the full amount of such draft, together with interest thereon from the Issuing Lenderdate such draft is paid to the date such amount is fully repaid by Borrower, and (d) no order, Judgment or decree at the rate of any Governmental Authority or arbitrator shall purport by its terms interest applicable to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested Credit. Furthermore, upon the occurrence of the Maturity Date or any an Event of Default, Borrower shall immediately pay to Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter amount equal to all outstanding Letters of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material held by Lender as collateral for the reimbursement obligation that would arise upon a draw under any such outstanding Letters of Credit. In any such event Borrower agrees that Lender, in its sole discretion, may debit any account maintained by Borrower with Lender for the required amounts to it be paid by the Issuing LenderBorrower.

Commitment. Subject to all the terms and conditions hereof, including without limitation Section 1.3, and so long as there shall exist no Event of Default or Default, Lenders, subject to the terms of this Agreementand conditions hereof, at the request of Borroweragree to lend to Borrowers such sums as Borrowers may request, Issuing Lender will issue from time to time standby or documentary letters of credittime, in each case for the account of Borrower and containing terms and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, on a revolving basis until July 31, 1997 (as such date may be extended pursuant to Section 1.9, the Credit Card Exposure"Maturity Date"), provided that, after giving effect to the making of any such loans and the FX Amountissuance of any Letter of Credit, provided that the aggregate principal amount of outstanding revolving line of credit loans (including any loans deemed to be made pursuant to Section 11.2 as a result of a drawing on any Letter of Credit) plus the Stated Amount of all outstanding Letters of Credit shall not exceed $5,000,000. No Letter of Credit shall be issued (including any renewal or extension of any Letter of Credit previously issued) unless: (a) calculated after giving effect to each any such issuance, (idrawing) the aggregate Stated. Amount of all Letters of Credit made pursuant to this Agreement shall not at any time exceed the sum of SIXTY-FIVE MILLION AND NO/100THS DOLLARS ($5,000,000 65,000,000.00), and provided further that the aggregate principal amount of outstanding revolving line of credit loans (iiincluding any loans deemed to be made pursuant to Section 11.2 as a result of a drawing on any Letter of Credit) plus the Stated Amount of all outstanding Letters of Credit (calculated after giving effect to any such drawing) made by a Lender pursuant to this Agreement shall not exceed the maximum limitation for each Lender shown opposite the name of each Lender and designated the "Revolving Outstandings will not Line of Credit and Letters of Credit Facilities Combined" on Schedule I attached hereto and made a part hereof (calculated after giving effect to any termination of a Lender's Commitment (as defined in Section 1.9) pursuant to Section 1.9). All such revolving loans shall be referred to herein as the "Revolving Line of Credit". Subject to the terms and conditions hereof, advances under the Revolving Line of Credit, with respect to a Base Rate Loan, shall be equal to at least ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($100,000.00) or an integral multiple thereof and with respect to a Eurodollar Rate Loan, shall be equal to at least FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00) or an integral multiple of $1,000,000. Subject to all the terms and conditions hereof, Borrowers may borrow, repay and reborrow at any time exceed or from time to time from the Revolving Linedate hereof to but excluding July 31, 1997 (unless extended in writing pursuant to Section 1.9) or the termination of the revolving aspects of this Agreement with respect to advances pursuant to Section 8.1, whichever is earlier. (b) the conditions set forth in Section 3 have been satisfied, (c) the issuance of the Letter of Credit would not violate one or more policies of the Issuing Lender, and (d) no order, Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain Issuing Lender from issuing the Letter of Credit requested or any Lender from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) shall prohibit the Issuing Lender from issuing, or any Lender from taking an assignment of its Pro Rata Share of, the Letter of Credit requested or letters of credit generally, or will impose upon the Issuing Lender any restriction, reserve or capital requirement not in effect on the closing Date and for which the Issuing Lender is not already compensated for hereunder, or will impose on the Issuing Lender unreimbursed loss, cost or expense that was not applicable on the Closing Date deemed to be material to it by the Issuing Lender.)