Common use of Commitment Clause in Contracts

Commitment. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.

Commitment. Subject This letter (the “Letter Agreement”) will confirm the commitment of ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“VAC” or “us”), to provide $380,250,000 of equity (the “Financing” and such amount being the “Financing Amount”) to Axio Holdings LLC, a Delaware limited liability company (the “Newco”), on the terms and conditions set forth herein. VAC, in its sole discretion, may elect to satisfy a portion of this Agreementthe Financing Amount through the transfer, each Lender severally agrees contribution and delivery to make Advances Newco, immediately prior to the Borrower under Effective Time, of shares of Company Common Stock, which shares will be cancelled, retired and cease to exist upon the Revolving Credit Facility from time consummation of the Merger (as defined below) without any payment therefore, pursuant to time from Article II of the Closing Date until Merger Agreement (as defined below) (the Revolving Credit Termination Date on a pro rata basis as “Rollover Contribution Shares”) in exchange for membership interests of Newco (it being understood that the value of the Rollover Contribution Shares shall be equal to the total borrowing requested by product of the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding number of Rollover Contribution Shares and the Revolving Credit Commitment of such LenderPer Share Price, the “Rollover Valuation Amount”); 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional paymentRollover Valuation Amount, if any, and the cash contribution by VAC shall equal the amount of the Financing Amount. Concurrently with the delivery of this Letter Agreement, Silver Lake Partners II, L.P. (the “Other Sponsor”) is entering into a letter agreement (the “Other Sponsor Equity Commitment Letter”) committing to provide $380,250,000 of equity to Newco, on the terms and conditions set forth therein. In the event Newco does not require all of the equity with respect to which VAC and the Other Sponsor have made a commitment in order to consummate the Merger and fulfill its obligations under the Merger Agreement, the amount to be funded hereunder will be reduced by an amount equal to the amount by which the committed equity of the Other Sponsor shall be reduced so that the sum of the amount to be funded hereunder and the amount of the committed equity of the Other Sponsor shall equal the amount so required by Section 5.4Newco.

Commitment. Subject to and upon the terms and conditions of this Agreementset forth herein, each the Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility agrees, at any time and from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as prior to the total borrowing requested Expiration Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiration Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge 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 LenderEligible Mortgage Loans, provided, however, that the Lenders will not be required and shall have no obligation to make any Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance (i) so long as a Default or an Event of Default has occurred provided herein and is continuing or (ii) if in the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 DateWarehouse Security Agreement; provided, however, that (1) the aggregate principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) no Revolving Loan that is a Eurodollar Rate Loan the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall be made which has an Interest Period that extends beyond not exceed 0% of the Stated Termination Date Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $5,000,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% if the Nonconforming Commitment, (8) the aggregate principal amount of Advanced outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforning Commitment and (z9) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions aggregate principal amount of Section 2.8, be repaid only on the last day Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4Nonconforming Commitment.

Commitment. Subject to and upon the terms and conditions of this Agreementset ---------- forth herein, each the Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility agrees, at any time and from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as prior to the total borrowing requested Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge 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 LenderEligible Mortgage Loans, provided, however, that the Lenders will not be required and shall have no obligation to make any Eligible Nonconforming Mortgage Loans or Liquid Assets as Collateral for such Advance (i) so long as a Default or an Event of Default has occurred provided herein and is continuing or (ii) if in the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 DateWarehouse Security Agreement; provided, however, that (1) the aggregate -------- ------- principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) no Revolving Loan that is a Eurodollar Rate Loan the Borrowing Base, at such time, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall be made which has an Interest Period that extends beyond not exceed 0% of the Stated Termination Date Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 30% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 75% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $1,500,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment and (z9) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions aggregate principal amount of Section 2.8, be repaid only on the last day Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4Nonconforming Commitment.

Commitment. From and including the date of this Agreement and prior to its respective Commitment Maturity Date, each Lender severally agrees, on the terms and conditions set out in this Agreement, to (a) make Revolving Loans to any Borrower (or, in the case of EDC, any EDC Permitted Borrower) in Agreed Currencies upon the request of any Borrower from time to time and (b) participate in Facility LCs issued upon the request of any Borrower (or, in the case of EDC, any EDC Permitted Borrower) or any Subsidiary, provided that, after giving effect to the making of each such Revolving Loan and the issuance of each such Facility LC, such Lender's Dollar Amount of its Outstanding Credit Exposure shall not exceed its Commitment, provided that (i) at no time shall Revolving Loans be outstanding hereunder in more than three different Agreed Currencies, (ii) at no time shall the Dollar Amount of Revolving Loans made in Agreed Currencies other than Dollars exceed the Aggregate Commitments and (iii) all Floating Rate Loans shall be made in Dollars. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower Borrowers may borrow, repay and reborrow under the Revolving Credit Loans at any time prior to the 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 Revolving Loan that is a Eurodollar Rate Loan . Each Lender's Commitment to extend credit hereunder shall be 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 the provisions of Section 2.8, be repaid only expire on its respective Commitment Maturity Date. The LC Issuers will issue Facility LCs hereunder on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by terms and conditions set out in Section 5.42.26.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the Term Facility and the Revolving Facility, as set forth below: (a) Loans under the Term Facility (each, a "Term Loan" and, collectively, the "Term Loans") (i) shall be made pursuant to a single borrowing on the Initial Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and or converted into, Base Rate Loans or LIBOR Loans, provided that all Term Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender as in effect on such date. Once repaid, Term Loans may not be reborrowed. (b) Loans under the Revolving Credit Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) shall be made at any time and from time to time from on and after the Closing Initial Borrowing Date until the Revolving Credit Termination Date on a pro rata basis as and prior 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 LenderFinal Maturity Date, 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 an Event of Default has occurred and is continuing or (ii) if except as hereinafter provided, may, at the Agent has accelerated the maturity of any option of the Notes Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that all Revolving Loans made as a result part of an Event the same Borrowing shall, unless otherwise specifically provided herein, consist of Default; provided furtherRevolving Loans of the same Type, however(iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Lender, that immediately after giving effect to each such Advanceany incurrence thereof and the use of the proceeds thereof, that aggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Revolving Credit Outstandings plus Loans of such Lender and such Lender's Percentage, if any, of the Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within at such limitstime, the Borrower may borrow, repay and reborrow under equals 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional paymentCommitment, if any, required by Section 5.4of such Lender at such time.

Commitment. Subject Licensor shall make available to Licensee as Early Window Titles hereunder the terms theatrical versions of not less than four (4) feature films during the Early Window Test Term, which feature films shall each have had domestic (i.e., USA and conditions Canada) box office receipts, as reported in Daily Variety (“Box Office Receipts”), of this Agreementnot less than [$ ] (the “Box Office Threshold”) and, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated Early Window Test Term is extended pursuant to Section 2.3 above, not less than foureight (48) feature films during the maturity of any of Extension Period which have achieved the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 DateBox Office Threshold; provided, however, that (y) no Revolving Loan Licensor shall make available to Licensee as Early Window Titles hereunder all feature films with a domestic box office receiptsBox Office Receipts of $10,000,000 or more which are generally offered by Licensor to Other VOD DistributorDistributors during the Early Window Test Term and the Extension Period, as applicable, for exhibition on a Video-On-Demand basis prior to their respective Home Video Street Dates as part of a test on substantially similar terms, provided, that is a Eurodollar Rate Loan Licensee complies with all terms and conditions agreed to by such Other VOD Distributor that are directly related to such offer. Licensee shall license for distribution hereunder during the Extension Period all Early Window Titles made available by Licensor that were theatrically released in the U.S. and have domestic box office receiptsBox Office Receipts of $10,000,000 or more. The initial list of Early Window Titles to be made available by Licensor hereunder is set forth on Exhibit 1 attached hereto; provided, however, that, in the event that any such Early Window Title shall not reach the Box Office Threshold, then Licensor shall, at the request of Licensee, replace such Early Window Title with an Early Window Title 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 the provisions of Section 2.8, be repaid only on the last day of the Interest Period with respect thereto unless reached such payment is accompanied by the additional payment, if any, required by Section 5.4Box Office Threshold.

Commitment. Subject EnCap hereby confirms its commitment (the “Commitment”), subject to the terms and conditions set forth herein, to purchase, or to cause the purchase of this membership interests in Parent, at or immediately prior to the acceptance for payment of shares of Common Stock validly tendered for purchase pursuant to the Offer and not withdrawn as contemplated by the Offer Documents for cash in an aggregate amount equal to, collectively and in the aggregate, $550,000,000.00 (the “Commitment Amount”), with the understanding that Parent will, in turn, contribute to Merger Sub the funds from the Commitment Amount necessary to pay (a) the Offer Price for shares of Common Stock validly tendered and not withdrawn that are to be accepted for purchase pursuant to the Offer, (b) the Merger Consideration to be paid upon consummation of the Merger, in each case in accordance with the Merger Agreement, each Lender severally agrees to make Advances (c) amounts due pursuant to the Borrower agreements and plans set forth in Schedule 5.18(l) to the Merger Agreement, (d) the amounts, if any, that become due and owing upon or promptly following the consummation of the Merger under the Revolving Company Credit Facility from Agreement, as amended and in effect at the time to time from of the Closing Date until Merger, and (e) any other amounts payable by Parent or Merger Sub under Articles 2 and 3 of the Revolving Credit Termination Date on a pro rata basis as to Merger Agreement in connection with the total borrowing requested transactions contemplated by the Borrower on any day determined Merger Agreement (collectively, “Parent’s Obligations”). We may effect such purchase of membership interests in Parent through one or more affiliated entities or co-investment vehicles designated 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Dateus; provided, however, that (y) no Revolving Loan such action shall reduce the aggregate amount of the Commitment or otherwise affect our obligations under this Agreement. In the event that is a Eurodollar Rate Loan Parent, upon the consummation of the Offer and the Merger, does not require the entire Commitment Amount in order to fund Parent’s Obligations, the Commitment Amount shall be made which has reduced to an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject amount necessary to fund Parent’s Obligations. Notwithstanding anything herein to the provisions of Section 2.8contrary, we shall not, under any circumstances, be repaid only on the last day obligated to contribute to, purchase equity of, or otherwise provide funds to Parent or Merger Sub in any amount in excess of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4Parent’s Obligations.

Commitment. Subject Each Investor hereby commits, subject to the terms and conditions set forth herein, that at or prior to the Closing, such Investor shall purchase, or cause the purchase of, the percentage amount of this the total shares of common stock of Parent set forth opposite such Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of cash set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto (the aggregate amount paid by each Investor, the “Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of allowing Parent to fund, to the extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, each Lender severally agrees to make Advances on the terms and subject to the Borrower under conditions of the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment Merger Agreement, and related costs and expenses of such Lender, Parent; provided, howeverthat no Investor shall, under any circumstances, be obligated to contribute to Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that the Lenders will aggregate amount of liability of the Investors under this letter agreement shall at no time exceed the aggregate amount set forth opposite the names of the Investors in column 3 (Total Commitment) in Schedule A attached hereto. Each Investor may effect the purchase of shares of common stock of Parent directly or indirectly through one or more affiliated entities; provided, that no such action shall reduce the amount of such Investor’s Commitment or otherwise affect the obligations of such Investor under this letter agreement. The amount of the Commitments to be funded under this letter agreement may be reduced solely to the extent that Parent does not be required require all of the Commitments and shall have no obligation the Other Equity Commitments to make pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses of Parent) by reason of Parent having obtained funds from other sources; provided, that if Parent does not require all of the Commitments and the Other Equity Commitments in order to pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses), any such Advance (i) so long as a Default or an Event reduction in equity financing shall be applied pro rata among the Commitments and the Other Equity Commitments based on the amount of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after each respective commitment prior to giving effect to any such reduction; and provided, further, that the amount of the Commitment to be funded by each Investor shall not be reduced by more than 5% without such AdvanceInvestor’s consent. For the avoidance of doubt, the principal amount Commitment is payable only at the Closing upon written notice from Parent to the Investors of Revolving Credit Outstandings plus Letter the satisfaction of Credit Outstandings the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not exceed be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Total Revolving Credit Commitment. Within Investors to pay the Commitment to a parent entity of Parent; provided that such limits, parent entity has agreed in writing that it will pay the Borrower may borrow, repay and reborrow under Commitment to Parent immediately upon the Revolving Credit Facility on a Business Day from the Closing Date until, but receipt of such payment (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 which agreement shall be 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 reasonably satisfactory to the provisions of Section 2.8, Company and shall not be repaid only on amended without the last day approval of the Interest Period with respect thereto unless such payment is accompanied by Company). Parent hereby agrees to deliver the additional payment, if any, required by Section 5.4Parent Notice promptly (and in any event within one (1) calendar day) following the satisfaction of the Conditions.

Commitment. (a) Subject to the terms and conditions set forth herein, SteepRock hereby agrees that it will make a Capital Contribution (as defined in the LLC Agreement) on each date on which the Partnership makes a Capital Contribution pursuant to Section 2.02(b) below, by way of this Agreementone or more contributions in cash, each Lender severally agrees in an amount equal to make Advances 5% of the aggregate amount of the sum of the Capital Contributions being made to the Borrower SR Mezz on such date pursuant to this Section 2.02(a) and Section 2.02(b) (each, a “SteepRock Commitment”) in exchange for a number of Common Units (rounded up to the nearest whole number) equal to 5% of the aggregate number of Common Units issued by SR Mezz in exchange for such Capital Contributions; provided, that the aggregate amount of all SteepRock Commitments by SteepRock shall not exceed ten million dollars ($10,000,000), or solely in the event the Investment Period is extended pursuant to Section 2.02(d) hereto, the aggregate amount of all SteepRock Commitments by SteepRock shall not exceed twenty million dollars ($20,000,000) (as applicable, the “SteepRock Aggregate Equity Commitment”); provided further, that SteepRock shall not, under any circumstances or any time, be obligated to contribute, or cause to be contributed, to SR Mezz more than the Revolving Credit Facility applicable SteepRock Aggregate Equity Commitment. The parties acknowledge and agree that as of the date hereof by virtue of the redemption SteepRock is deemed to have made a Capital Contribution to SR Mezz of $4,365,000.03. The Partnership shall give SteepRock at least 5 Business Days’ notice of any Capital Contribution being made pursuant to Section 2.02(b). (b) Subject to the terms and conditions set forth herein, the Partnership hereby agrees that it will, if and to the extent it determines to do so in its sole discretion, make Capital Contributions in cash to SR Mezz from time to time from for the Closing Date until the Revolving Credit Termination Date on purpose of acquiring or originating Target Investments and paying Target Investment Expenses and other REIT Expenses and Administrative Expenses (each, a pro rata basis as “Partnership Commitment”) in exchange for a number of Common Units having a value equal 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 amount of such Lender, Capital Contribution; provided, however, that the Lenders will aggregate amount of all Partnership Commitments shall not exceed one hundred and ninety million dollars ($190,000,000), or solely in the event the Investment Period is extended pursuant to Section 2.02(c) hereto, shall not exceed three hundred and eighty million dollars ($380,000,000) (as applicable, the “Partnership Aggregate Equity Commitment”); provided further, that the Partnership shall not, under any circumstances, be obligated to contribute, or cause to be contributed, to SR Mezz more than the applicable the Partnership Aggregate Equity Commitment, and, unless the Partnership determines to do so in its sole discretion, the Partnership shall not be required obligated to contribute, or cause to be contributed to SR Mezz any amount. The parties acknowledge and agree that, as of the date hereof following the redemption contemplated by Section 2.01, the Partnership is deemed to have made a Capital Contribution to SR Mezz of $82,935,000.03. The Partnership may assign to any Person all or a portion of its obligations to fund the Partnership Aggregate Equity Commitment, and to the extent so assigned and funded by the assignee, the unfunded portion of the Partnership Aggregate Equity Commitment shall be reduced by the amount funded by the assignee. For the avoidance of doubt, the funding of the Partnership Commitment by one or more assignees of the Partnership Commitment shall be considered to be a Capital Contribution made pursuant to this Section 2.02(b) and the obligations of SteepRock set forth in Section 2.02(a) shall apply with respect to any such funding to the same extent such obligations would have no applied if the funding had been made by the Partnership. (c) Each of the Members’ obligation to make fund any such Advance Commitment will terminate automatically and immediately upon the earliest to occur of (i) so long as a Default October 8, 2016 (or an Event of Default has occurred and if the Investment Period is continuing or extended pursuant to Section 2.02(d) hereto, October 8, 2017), (ii) the termination of the Sub-Advisory Agreement, (iii) the termination of the investment period pursuant to Section 6.3 of the Sub-Advisory Agreement and (iv) the contribution of funds hereunder in aggregate amount equal to the SteepRock Aggregate Equity Commitment or the Partnership Aggregate Equity Commitment, as applicable (at which time the obligation hereunder shall be discharged) (such period of time, the “Investment Period”); provided, that SteepRocks’ obligation to fund any Capital Contributions required to be made prior to the expiration of the Investment Period and not made prior thereto shall not terminate until it has funded any such Capital Contributions. (d) In the event the Partnership Aggregate Equity Commitment of one hundred and ninety million dollars ($190,000,000) is funded in full by the Partnership and/or one or more of its permitted assignees prior to the termination of the Investment Period, the Partnership, at its sole discretion, may, by providing written notice to SteepRock, extend the Investment Period for an additional period that will terminate automatically on October 8, 2017 (or earlier as provided in Section 2.02(c) above). (e) The Capital Contributions from SteepRock and the Partnership or its assignees to be made pursuant to Section 2.02(a) and Section 2.02(b) shall solely be used for the acquisition, origination or advance of Target Investments or to pay any Target Investment Expenses or other REIT Expenses and Administrative Expenses. (f) In the event SteepRock does not make a Capital Contribution when due in accordance with Section 2.02(a) hereof (the amount of such Capital Contribution not made, the “SteepRock Shortfall”), the Partnership or its assignee(s) shall be entitled to make a Capital Contribution equal to the SteepRock Shortfall in exchange for a class or series of LLC Units having a liquidation preference equal to the SteepRock Shortfall, as determined by the Partnership in good faith, and such LLC Units shall be senior to the then-outstanding Common Units held by SteepRock (the “Default Preferred Units”). (g) The liquidation preference of the Default Preferred Units shall increase on a daily basis at a cumulative rate of 20% per annum compounding annually (to be computed on the basis of a 360-day year consisting of twelve 30-day months) and shall be reduced by the amount of any distributions made in respect of the Default Preferred Units, and in the event of a SteepRock Repurchase Event, shall include the amount accrued on a per diem basis through the date of such SteepRock Repurchase Event. Any distributions that would otherwise be made in respect of Common Units held by SteepRock or any of its Affiliates shall instead be made in respect of the Default Preferred Units until such time as the aggregate liquidation preference of the Default Preferred Units equals zero (0). (h) SteepRock may purchase the Default Preferred Units from the Partnership at any time for cash in an amount equal to the then applicable liquidation preference (the “SteepRock Repurchase Event”). If a SteepRock Repurchase Event occurs, the Default Preferred Units so purchased shall automatically be converted into the number of Common Units that SteepRock would have received if such SteepRock Shortfall did not occur, and SteepRock shall be deemed to have made a Capital Contribution in the Agent amount of the portion of the SteepRock Shortfall attributable to the Default Preferred Units so purchased. (i) Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that each of the Members may be a partnership or limited liability company, SR Mezz by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Person other than the Members (or any Affiliate of the Partnership to which all or a portion of the Partnership’s obligations to fund the Partnership Aggregate Equity Commitment is assigned) shall have any obligation hereunder and that it has accelerated no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee or employee of each of the maturity Members (or any of their successors or permitted assignees), against any former, current or future general or limited partner, manager, stockholder or member of each of the Members (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, assignee, general or limited partner, stockholder, equity holder, Control person, manager or member of any of the Notes as a result of an Event of Default; provided furtherforegoing (each, however, that immediately after giving effect to each such Advanceother than SteepRock, the principal amount Partnership and any Affiliate of Revolving Credit Outstandings plus Letter the Partnership to which all or a portion of Credit Outstandings the Partnership’s obligations to fund the Partnership Aggregate Equity Commitment is assigned, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the Partnership against Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall not exceed attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations of the Total Revolving Credit Commitment. Within such limitsMembers under this Agreement or the transactions contemplated hereby, the Borrower may borrowunder any documents or instruments delivered in connection herewith, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as in respect of any oral representations made or alleged 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 Stated Termination Date and in connection herewith or therewith, or for any claim (zwhether in tort, contract or otherwise) each Revolving Loan that is a Eurodollar Rate Loan maybased on, subject to the provisions of Section 2.8in respect of, be repaid only on the last day of the Interest Period with respect thereto unless or by reason of, such payment is accompanied by the additional payment, if any, required by Section 5.4obligations or their creation.

Commitment. Subject to the terms hereof, the Borrower, the Lenders party to this Supplement and conditions of this Agreementthe Administrative Agent agree that: (a) in a single Borrowing occurring on the Supplement Effective Date, each Lender severally agrees to that has a Term A-1 Loan Commitment will make Advances Term A-1 Loans to the Borrower under in an amount equal to such Lender’s Percentage of the Revolving Credit Facility from time to time from Initial Term A-1 Loan Amount, and in a single Borrowing occurring on the Closing Date until the Revolving Credit Termination Date on Delayed Draw Date, each Lender that has a pro rata basis as Term A-1 Commitment will make Term A-1 Loans to the total borrowing Borrower in an amount equal to such Lender’s Percentage of the Delayed Draw Amount (with the commitment of each such Lender described in this clause (a) referred to as its “Term A-1 Loan Commitment”) and no commitment fees shall be payable to any Lenders in respect of the Delayed Draw Amount; (b) in a single Borrowing occurring on the Supplement Effective Date, each Lender that has a Term B Loan Commitment will make Term B Loans to the Borrower in an amount equal to such Lender’s Percentage of the aggregate amount of the Borrowing of Term B Loans requested by the Borrower to be made on any such day determined by such Lender's Applicable Commitment Percentage up to but not exceeding (with the Revolving Credit Commitment 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount Lender described in this clause (b) referred to as its “Term B Loan Commitment”); (c) each applicable Lender’s Percentage of Revolving Credit Outstandings plus Letter of Credit Outstandings Term A-1 Loans and/or Term B Loans shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow initially be as set forth opposite its name on Schedule II hereto under the Revolving applicable column heading and such Schedule II hereto shall be deemed to supplement Schedule II to the Existing Credit Facility on a Business Day from the Closing Date until, but Agreement; and (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (yd) 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 (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.8, be repaid only on the last day of the Interest Period amounts paid or prepaid with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4to any Term A-1 Loans or Term B Loans may be reborrowed.

Commitment. Subject to and upon the terms and conditions of this Agreement---------- herein set forth, each Lender severally agrees to make Advances a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the B Term Facility, the C Term Facility, the Revolving Facility and the Acquisition Facility, as set forth below: (a) Loans under the B Term Facility (each, a "B Term Loan" and, collectively, the "B Term Loans") (i) shall be made to the Borrower pursuant to one or more drawings on and after the Closing Date and prior to the B Termination Date, provided that B Term Loans incurred pursuant to B Term Commitments created pursuant to a B Term Commitment Renewal shall not be subject to the foregoing but shall be made within the time frame specified in the definition of B Term Commitment Renewal, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of B Term Loans the B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once repaid, B Term Loans may not be reborrowed, provided that B Term Loans may be subsequently incurred to the extent of the B Term Commitments created pursuant to the B Term Commitment Renewal. (b) Loans under the C Term Facility shall be made pursuant to the Total C Term Commitment (each, a "C Term Loan-Floating Rate" and, collectively, the "C Term Loans-Floating Rate") and pursuant to the CoBank Commitment (each, a "C Term Loan-Fixed Rate" and, collectively, the "C Term Loans-Fixed Rate"), with (A) the C Term Loans-Floating Rate (i) to be made to the Borrower pursuant to a single drawing on the Closing Date (and not thereafter), (ii) except as hereinafter provided, and, in any event, at the option of the Borrower, to be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all C Term Loans-Floating Rate made as part of the same Borrowing shall, unless specifically provided herein, consist of Loans of the same Type and (iii) not to exceed in aggregate principal amount for any Lender at the time of incurrence of C Term Loans-Floating Rate the C Term Commitment, if any, of such Lender as in effect on such date immediately prior to such incurrence and (B) the C Term Loans-Fixed Rate to be made to the Borrower by CoBank on the Closing Date (and not thereafter) by converting the CoBank Continuing Loans into C Term Loans-Fixed Rate in the aggregate amount of the CoBank Commitment. Once repaid, C Term Loans-Floating Rate and C-Term Loans- Fixed Rate may not be reborrowed. (c) Loans under the Revolving Credit Facility (each, an "RF Loan" and, collectively, the "RF Loans") (i) shall be made to the Borrower at any time and from time to time from on and after the Closing Date until the Revolving Credit Termination Date on a pro rata basis as and prior 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 LenderAF/RF Maturity Date, 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 an Event of Default has occurred and is continuing or (ii) if except as hereinafter provided, may, at the Agent has accelerated the maturity of any option of the Notes Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all RF Loans made as a result part of an Event the same Borrowing shall, unless otherwise specifically provided herein, consist of Default; provided furtherLoans of the same Type, however(iii) may be repaid and reborrowed in accordance with the provisions hereof, that immediately after and (iv) shall not exceed (giving effect to each any incurrence thereof and the use of the proceeds of such Advance, the incurrence) for any Lender in aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under at any time outstanding 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional paymentCommitment, if any, required by Section 5.4of such Lender at such time. (d) Loans under the Acquisition Facility (each, an "AF Loan" and, collectively, the "AF Loans") (i) shall be made to the Borrower at any time and from time to time on and after the B Utilization Date and prior to the AF/RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all AF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender at any time outstanding in aggregate principal amount the Acquisition Commitment, if any, of such Lender at such time.

Commitment. Subject This letter (the “Letter Agreement”) will confirm for the benefit of Buyer, the commitment of Takuan, LLC, a North Carolina limited liability company (“Takuan”), the ▇▇▇ ▇./▇▇▇▇ ▇. ▇▇▇▇ Generation Skipping Trust (the “Trust” and together with Takuan, the “Entities”) and J. ▇▇▇▇ ▇▇▇▇ (the “Individual” and together with the Entities, the “Undersigned”), to subscribe for Class L and Class A common stock of Buyer (“Subscribed Shares”) for aggregate consideration consisting of (a) the terms number of Shares set forth on Schedule A (the “Committed Shares”) and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time to time (b) proceeds from the Closing Date until Merger with an aggregate value as set forth on Schedule A (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, “Committed Proceeds”); provided, however, that the Lenders will Undersigned shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of or otherwise provide funds to Buyer other than the contribution of the Committed Shares and Committed Proceeds; provided, further, that in the event the aggregate Merger Consideration, as the same exists as of the date hereof pursuant to the Merger Agreement, is reduced (pursuant to one or more amendments, restatements or other modifications to the Merger Agreement) by less than Pioneer Parent, Inc. August 4, 2014 five percent (5%), the Undersigned, in their sole discretion, may elect (by delivery of written notice to Buyer not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement) to reduce the aggregate consideration represented by the Committed Shares and the Committed Proceeds which is subject to the Commitment (as defined below) by a percentage up to, but which does not exceed, such percentage reduction in the aggregate Merger Consideration. The value of the Committed Shares and Committed Proceeds shall be required used to purchase the Subscribed Shares at the same per share price and shall have no in the same proportions as the Equity Investors are acquiring Class L and Class A common stock of Buyer. The obligation of the Undersigned to make any such Advance fund the Committed Shares and Committed Proceeds (the “Commitment”) is subject to (i) the terms of this Letter Agreement and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. It is understood and agreed that the Individual shall be permitted to reduce the number of his Committed Shares and/or the amount of his Committed Proceeds as the Individual may determine in his sole discretion (provided that the Individual elects, by delivery of written notice to Buyer, to make such reduction not later than three (3) Business Days prior to the consummation of the Merger in accordance with the terms of the Merger Agreement), so long as a Default in connection therewith either or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any both of the Notes as a result Entities elects (by delivery of an Event contemporaneous written notice to Buyer) to increase the number of Default; provided furtherits Committed Shares by the number necessary, however, that immediately after giving effect to each such Advanceelection by the Individual and such election by such Entity, to render the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of Section 2.8, be repaid only on the last day collective aggregate value of the Interest Period with respect thereto unless Committed Shares and the Committed Proceeds, when viewed immediately prior to giving effect to such payment is accompanied election by the additional paymentIndividual and such election by such Entity, if any, required by Section 5.4unchanged.

Commitment. Subject to and upon the terms and conditions of this Agreement---------- herein set forth, each Lender severally agrees to make Advances a loan or loans (each a "Loan" and, collectively, the "Loans") to the Borrower Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Revolving Credit Facility from time to time from the Closing Date until Term Facilities, the Revolving Credit Termination Date on a pro rata basis Facility and the Swingline Facility, 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 set forth below: (i) so long as a Default or Loans under the Initial Tranche A Term Facility (each an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further"Initial Tranche A Term Loan" and, however, that immediately after giving effect to each such Advancecollectively, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings "Initial Tranche A Term Loans") (x) shall be made pursuant to a single borrowing which shall be on the Initial Borrowing Date and (y) shall not exceed in aggregate principal amount for any Lender at the Total Revolving Credit time of incurrence thereof the Initial Tranche A Term 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4of such Lender. Once repaid, Initial Tranche A Term Loans borrowed hereunder may not be reborrowed. (ii) Loans under the Additional Tranche A Term Facility (each an "Additional Tranche A Term Loan" and, collectively, the "Additional Tranche A Term Loans") (x) shall be made pursuant to a single borrowing which shall be on the Additional Borrowing Date and (y) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Additional Tranche A Term Commitment, if any, of such Lender. Once repaid, Additional Tranche A Term Loans borrowed hereunder may not be reborrowed. (b) (i) Loans under the Initial Tranche B Term Facility (each an "Initial Tranche B Term Loan" and, collectively, the "Initial Tranche B Term Loans") (x) shall be made pursuant to a single borrowing which shall be on the Initial Borrowing Date and (y) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Initial Tranche B Term Commitment, if any, of such Lender. Once repaid, Initial Tranche B Term Loans borrowed hereunder may not be reborrowed.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender Bank severally agrees to make Advances loans (each a "Loan" and, collectively, the "Loans") to the Borrower respective Borrowers, which Loans shall be drawn to the extent such Bank has a commitment under such Facility, under the Revolving Credit A Term Facility, the B Term Facility from time to time from the Closing Date until and the Revolving Credit Termination Date on a pro rata basis Facility, as to set forth below: (a) Loans under the total borrowing requested by A Term Facility (each an "A Term Loan" and, collectively, 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 "A Term Loans") (i) so long as a Default or an Event of Default has occurred and is continuing or may only be incurred by the Company, (ii) if are to be made pursuant to (x) an initial borrowing on the Agent has accelerated Initial Borrowing Date and (y) to the maturity of any extent the Total A Term Commitment remains available, a second borrowing on the Merger Date; (iii) except as hereinafter provided, may, at the option of the Notes Company, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Loans made as a result part of an Event the same Borrowing shall, unless otherwise specifically provided herein, consist of DefaultLoans of the same Type; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings and (iv) shall not exceed for any Bank at the Total Revolving Credit time of incurrence thereof in aggregate principal amount the A Term Commitment, if any, of such Bank at such time. Within such limitsOnce repaid, A Term Loans may not be reborrowed. (b) Loans under the B Term Facility (each a "B Term Loan" and collectively, the Borrower "B Term Loans"): (i) may borrowonly be incurred by EMI; (ii) are to be made pursuant to (x) an initial borrowing on the Merger Date or thereafter (but no later than January 31, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until1997), 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 additional borrowings on one or more Business Days occurring after the Stated Merger Date and prior to the B Term Termination Date and (z) each Revolving Loan that is to the extent the Total B Term Commitment remains available, a Eurodollar Rate Loan borrowing on the Plan Confirmation Date; (iii) except as hereinafter provided, may, subject at the option of EMI, be incurred and maintained as, and/or converted into Base (c) Loans under the Revolving Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred only by the Company; (ii) may be made at any time and from time to time on and after the Initial Borrowing Date and prior to the provisions Maturity Date; (iii) except as hereinafter provided, may, at the option of Section 2.8the Company, be repaid only on the last day incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Loans made as part of the Interest Period same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type; (iv) may be repaid and be reborrowed in accordance with respect thereto unless the provisions hereof; and (v) shall not exceed for any Bank, after giving effect to any borrowing thereof and the use of the proceeds of such payment is accompanied by borrowing, that aggregate principal amount which, when combined with such Bank's RF Percentage of the additional paymentLetter of Credit Outstandings at such time, if any, required by Section 5.4equals the Revolving Commitment of such Bank at such time.

Commitment. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances Loans in Euros or an Alternative Currency (as specified in the respective Borrowing Notice) to the Borrower under the Revolving Credit Facility Borrowers from time to time from the Closing Date until the Revolving Credit Termination Date applicable to such Lender on a pro rata basis among the Lenders as to the total borrowing requested by the a Borrower on any day Business Day determined by such Lender's ’s Applicable Commitment Percentage up to but not exceeding a Euro Equivalent Amount 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 Loan (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes Loans as a result of an Event of Default; provided further, however, that immediately after giving effect to each such AdvanceLoan, (x) the Euro Equivalent Amount of the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the then applicable Total Revolving Credit Commitment, and (y) the Euro Equivalent Amount of the aggregate principal amount of all outstanding Loans to all Borrowers for each Lender, shall not exceed such Lender’s Commitment. Within such limitslimits and subject to the other terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on a any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit with respect to each Lender, such Lender’s 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4.

Commitment. This letter confirms the irrevocable commitment of each Equity Investor, on a several (and not joint or joint and several) basis, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at the Closing (if and when such Closing is required to occur under Section 1.3 of the Agreement), directly or indirectly, equity of Parent (such equity of Parent, the “Subject Equity Securities”) for a cash amount equal to the “Commitment Amount” set forth opposite such Equity Investor’s name on Annex A hereto (each such amount, as may be reduced pursuant to the penultimate sentence of this Section 1, an “Equity Financing Commitment” and the aggregate Equity Financing Commitments, the “Aggregate Equity Financing Commitment”), solely for the purpose of Parent funding the payment of, together with the proceeds of the Rollover, (i) the aggregate consideration required to be paid by Parent at the Closing under the Agreement (including the payments required to be made by Parent under Section 4.2 and Section 4.7 of the Agreement), and (ii) all fees and expenses required to be paid by Parent at the Closing or thereafter under the Agreement in connection with the transactions contemplated by the Agreement, in each case, if and only to the extent required to be funded by Parent at or prior to the Closing pursuant to the Agreement (collectively, the “Required Parent Payments”) and not for any other purpose; provided that to the extent an Equity Investor syndicates or otherwise assigns a portion of its Equity Financing Commitment in accordance with Section 4(a), its Equity Financing Commitment shall be proportionally reduced by the portion of such Equity Financing Commitment syndicated or assigned to such assignee. Notwithstanding anything to the contrary in this letter, the Equity Investors may change each Equity Investor’s Equity Financing Commitment without the consent of any other party hereto (other than the Equity Investor whose Equity Financing Commitment is to be changed); provided that the sum of the Equity Investors’ Equity Financing Commitments shall remain, in the aggregate, equal to the Aggregate Equity Financing Commitment and any such change shall not relieve any Equity Investor of its obligations under this letter (including with respect to such Equity Investor’s Equity Financing Commitment) nor reasonably be expected to impede or delay the Mergers. The parties hereto understand and agree that (A) no Equity Investor (together with its permitted assigns) shall under any circumstances be obligated to purchase any equity or debt securities of, or make any other payment to or investment in, Parent or any other Person, other than the purchase of the Subject Equity Securities pursuant to the terms hereof for an aggregate purchase price equal to such Equity Investor’s Equity Financing Commitment, and conditions (B) the funding of each Equity Financing Commitment will occur contemporaneously with or immediately prior to the Closing. The obligation of each Equity Investor (together with its permitted assigns) to fund such Equity Investor’s Equity Financing Commitment at the Closing is subject to the terms of this Agreementletter and each of the following conditions: (1) the satisfaction or waiver by Parent, and the continued satisfaction or waiver by Parent, of all of the conditions to Parent’s obligations to effect the Closing set forth in Article VII of the Agreement (other than those conditions that by their nature are to be satisfied at the Closing, each Lender severally agrees of which is capable of being satisfied) and Parent otherwise being required to make Advances consummate the Closing pursuant to the Borrower terms of the Agreement and (2) the prior or substantially contemporaneous contribution of each of the Rollover Stockholders that has entered into a Support Agreement of all of such Rollover Stockholder’s Rollover Equity to Parent (or any direct or indirect parent entity thereof), in each case, as specified in such Rollover Stockholder’s Support Agreement. The amount to be funded under this letter will be reduced in the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as manner designated by Parent only to the total borrowing requested extent that Parent does not require all of the equity financing contemplated by the Borrower on any day determined by such Lender's Applicable Aggregate Equity Financing 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes whether as a result of an Event proceeds of Default; provided further, however, that immediately after giving effect the Rollover or otherwise) in order to each such Advance, consummate the principal amount transactions contemplated by the Agreement and fulfill all of Revolving Credit Outstandings plus Letter of Credit 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 Dateits payment obligations thereunder; provided, howeverthat any such reduction shall be applied pro rata across all Commitment Amounts. Notwithstanding anything to the contrary herein, that in no event shall any Equity Investor be obligated to (x) fund such Equity Investor’s Equity Financing Commitment at any time hereunder unless each of the conditions set forth in this Section 1 is satisfied and (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has contribute to, purchase or otherwise provide funds to Parent (or otherwise) in an Interest Period that extends beyond amount (in the Stated Termination Date and (zaggregate) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions in excess 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 additional payment, if any, required by Section 5.4Equity Investor’s Equity Financing Commitment.

Commitment. Subject ▇▇▇▇ ▇▇▇▇▇▇ (“Investor”) is pleased to advise you that Investor, on behalf of itself (and one or more of its Investor Assignees (as defined below), if applicable), hereby irrevocably commits and agrees to make a capital contribution to Parent, at or substantially concurrently with the Closing, in accordance with the terms and conditions of this Agreement, each Lender severally agrees to make Advances subject to the Borrower under conditions set forth in this letter agreement (this “Agreement”), directly or indirectly, in an aggregate value equal to $933,228.50 (the Revolving Credit Facility from time “Commitment”), subject to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis reduction as to the total borrowing requested set forth in this Section 1. Investor’s Commitment may be satisfied, in Investor’s sole discretion, 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 cash contribution to Parent by, or an Event of Default has occurred and is continuing or on behalf of, Investor, (ii) if the Agent has accelerated the maturity a contribution to Parent of any shares of Class A common stock, par value $0.0001 per share, of the Notes Company (the “Company Class A Shares”) held by Investor or its Affiliates as of immediately prior to the Closing, or (iii) a result combination of the foregoing. For purposes of determining the value of Investor’s contribution pursuant to the foregoing clauses (ii) and (iii), including determining whether the Commitment has been satisfied, each Company Class A Share contributed by Investor shall be ascribed a value equal to the Merger Consideration. At least three (3) business days prior to the Closing, Investor shall deliver to Parent an Event election notice in the form of Default; provided furtherExhibit A attached hereto (the “Election Notice”), however, specifying the portion of the Commitment that immediately after giving effect will be satisfied pursuant to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 foregoing clauses (i) through (iii). The cash proceeds of the additional paymentCommitment, if any, together with the cash proceeds of the capital contributions made to Parent pursuant to the other Equity Commitment Letters (the “Signing Equity Commitment Letters”) and Debt Commitment Letter (the “Debt Commitment Letter”) delivered to Parent by certain other investors (the “Signing Investors”) as of the date hereof and the Interim Commitment Letters (as defined below) shall be used by Parent for one or more of the following purposes, and not for any other purpose whatsoever: (i) to satisfy Parent’s and Merger Sub’s payment obligations under the Merger Agreement and the expenses of Parent, ▇▇▇▇▇▇ Sub, ▇▇▇▇▇ ▇. ▇▇▇▇, and Dr. ▇▇▇▇ ▇▇▇▇▇▇ required to be reimbursed by Section 5.4the Company pursuant to that certain Interim Investors’ Agreement, dated as of the date hereof, by and among Parent, Merger Sub, Investor, and the Other Investors (the “Interim Investors’ Agreement”) (the payments in this clause (i), collectively, the “Closing Payments”), (ii) after the Closing, for working capital and general corporate purposes of Parent and its Subsidiaries, or (iii) for the purposes of financing cash shortfalls at the Company during the period between the date hereof and the Closing or as otherwise necessary to consummate the Transactions. The value of the Commitment (a) may be reduced by Parent by written notice prior to the Closing only in accordance with the terms of the Investor Investors’ Agreement, and only so long as Parent shall have, assuming the receipt of all proceeds under this Agreement, the applicable Signing Equity Commitment Letters, the Debt Commitment Letter, and any other financing commitments delivered to Parent on or after the date hereof (the “Interim Commitment Letters” and together with the Signing Equity Commitment Letters and the Debt Commitment Letter, the “Other Commitment Letters”, and the commitment parties to the Interim Commitment Letters, the “Interim Investors” and together with the Signing Investors, the “Other Investors”) in a form consented to by the Company in writing (such consent not to be unreasonably withheld, conditioned, or delayed), sufficient funds to satisfy the Closing Payments in full and (b) shall be reduced automatically in an amount equal to any indebtedness funded by Investor to the Company after the date hereof, including, without limitation, pursuant to any Interim Commitment Letter, if any. At the Closing, Investor, together with any Investor Assignee, shall, in the aggregate, have sufficient means (whether through a cash contribution or rollover of Company Class A Shares) to make a capital contribution in the amount of the Commitment. None of Investor nor any Investor Assignee shall, under any circumstance, be obligated to (or be obligated to cause any other Person to), directly or indirectly, contribute to, purchase equity or debt from, make an investment in or otherwise provide funds or assets to Parent or any other Person pursuant to this Agreement in excess of the Commitment (it being understood that nothing herein shall be deemed to limit or otherwise impair any of Investor’s commitments or obligations pursuant to the Warrant Exchange Agreement or the Noteholder Conversion Agreement). Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the cumulative liability of Investor and any Investor Affiliate under this Agreement exceed the Commitment.

Commitment. Subject (a) Each calendar year during the Term, and assuming use of the Manufacturing process described in Appendix 4, or an FDA approved version thereof, PATHEON commits to Manufacture and reserves the capacity, personnel, equipment and other resources to Manufacture [***] MT of Ca Bulk Drug (the "Capacity"). In the event of [***] the Capacity. In consideration of PATHEON's reservation of Capacity under this Section 6.6, RELYPSA commits to purchase from PATHEON during the Term [***] MT of Bulk Drug (on a [***]) or, if so agreed in accordance with Section 6.5, Third Party Intermediate, at a rate of [***] MT [***], with the first Campaign starting in [***] and with further Campaigns starting in each of the subsequent [***] until RELYPSA has purchased [***] MT of Bulk Drug (on a [***]) in accordance with this Agreement (the “Aggregate Commitment”). For purposes of clarity, the volume produced in a Campaign is attributable to the terms and conditions [***]. Also for clarity, after RELYPSA has fulfilled the Aggregate Commitment, then the [***] in this Agreement shall no longer apply even if the Term has not expired. For purposes of this Agreementfurther clarity, each Lender severally the Aggregate Commitment does not include [***] manufactured by PATHEON in the 2015 Production Campaign. (b) The Parties agree to work together to develop [***]. Using such [***] RELYPSA agrees to make Advances to purchase from PATHEON certain minimum volumes of Bulk Drug per year as set forth below after RELYPSA has fulfilled the Borrower under the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment of such Lender, providedAggregate Commitment: (a) Year 1: [***] MT, 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings total annual quantities shall not exceed the Total Revolving Credit Commitment. Within such limits, maximum volume according to this Agreement (including any subsequent amendment hereto resulting from improved processes or changed processes for the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but manufacture Bulk Drug); (as to borrowings and reborrowingsb) not including, the Revolving Credit Termination Date; providedYear 2: [***] MT, however, that total annual quantities shall not exceed the maximum volume according to this Agreement (yincluding any subsequent amendment hereto resulting from improved processes or changed processes for the manufacture Bulk Drug); and (c) no Revolving Loan that is a Eurodollar Rate Loan Year 3: [***] MT, however, total annual quantities shall be made which has an Interest Period that extends beyond not exceed the Stated Termination Date and maximum volume according to this Agreement (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to including any subsequent amendment hereto resulting from improved processes or changed processes for 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 additional payment, if any, required by Section 5.4manufacture Bulk Drug).

Commitment. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances of Dollar Revolving Loans in Dollars or FF Revolving Loans in French Francs (as specified in the respective Borrowing Notice) to the Borrower under the Revolving Credit Facility 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 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 such Advance under the Revolving Credit Facility (i) so long as a Default or an Event of Default has occurred and any condition set forth in Section 7.2 hereof is continuing not satisfied or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided provided, further, however, that immediately after giving effect to each such Advance, (A) the principal amount Dollar Value of all Revolving Credit Outstandings plus the Dollar Value of Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment, (B) the Dollar Value of all Outstandings shall not exceed the Total Credit Commitment and (C) if such Advance is a FF Revolving Loan, the amount of FF Revolving Loan Outstandings plus Tranche B Term Loan Outstandings shall not exceed the Total FF Loan Commitment. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility hereunder, on a Business Day Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Fixed Rate Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Revolving Credit Termination Date and (z) each Fixed Rate Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.85.5, 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 5.4thereto.

Commitment. (a) Subject to and upon the terms and conditions of this Agreementherein set forth, each Revolving Lender severally severally, but not jointly, agrees to make Advances a Loan or Loans denominated in US Dollars or any Alternative Revolver Currency to the Borrower under from its Lending Office (each, a “Revolving Facility Loan” and, collectively, the “Revolving Credit Facility Loans”) in an aggregate principal amount not to exceed 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 from on and after the Closing Date until and prior to the Revolving Credit Termination Date on a pro rata basis 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 S▇▇▇▇ 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 Lenders pursuant to the total borrowing requested by 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 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 Principal Outstanding under the Revolving Facility at such time exceeding the Total Revolving Facility Commitments then in effect. (b) Subject to and upon the terms and conditions herein set forth, each Initial Term Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any day determined by such Lender the Initial Term Commitment of such Lender's Applicable Commitment Percentage up . Such Initial Term Loans (i) may at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1) or 2.4(5)), but once repaid or prepaid, may not exceeding be reborrowed, (iii) shall not exceed for any such Lender the Revolving Credit Initial Term Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (iiv) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed in the aggregate the Total Revolving Credit CommitmentInitial Term Commitments. Within such limitsOn the Initial Term Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in US Dollars. Each applicable Lender shall make available to the Borrower may borrow, repay and reborrow through its applicable Lending Office its Rateable Portion of all Accommodations under the Revolving each Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowingsapplicable) 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.8, be repaid only on the last day of the Interest Period in accordance with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4this Agreement.

Commitment. Subject The Investor hereby agrees to contribute, or cause to be contributed, within three (3) Business Days after the conditions in Section 2 of this letter agreement are satisfied, as an equity contribution to (i) Holdco, an aggregate amount of RMB equivalent to US$ 24,667,600 (the "Holdco Contribution") and (ii) Parent, an aggregate amount of RMB equivalent to US$ 25,332,400 (the "Parent Contribution", and collectively with the Holdco Contribution, the "Contribution"), subject to the terms and conditions hereof. For purposes of this Agreementletter agreement, each Lender severally agrees to make Advances the RMB equivalents of U.S. dollars shall be determined using the prevailing exchange rate notified by Parent to the Borrower Investor at least three (3) Business Days prior to funding. The proceeds of the Holdco Contribution, along with the amounts to be paid by all other Investors (the "Other Investors") to Holdco under their respective Equity Commitment Letters, shall promptly upon receipt be further contributed by Holdco, as an equity contribution to Parent (collectively, the Revolving Credit Facility from time "Holdco to time from Parent Contribution"). The proceeds of the Closing Date until Parent Contribution, along with the Revolving Credit Termination Date on a pro rata basis as Holdco to Parent Contribution and amounts to be paid by the Other Investors to Parent under their respective Equity Commitment Letters (such aggregate amount, the "Commitments"), shall be used by Parent, to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up extent necessary, 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 fund (or cause to be funded through Midco or Merger Sub) a Default portion of the Exchange Fund and any other amounts required to be paid pursuant to the Merger Agreement (including any applicable consideration to the holders of Company Convertible Notes or an Event repurchase of Default has occurred any Company Convertible Notes) and is continuing or (ii) if pay (or cause to be paid through Midco or Merger Sub) related fees and expenses (which, for the Agent has accelerated the maturity avoidance of any of the Notes as a result of an Event of Default; provided furtherdoubt, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow include any Parent Termination Fee or any Guaranteed Obligations with respect to a Parent Termination Fee under the Revolving Credit Facility on a Business Day from Limited Guarantee given by the Closing Date untilInvestor), but (as in each case, pursuant to borrowings and reborrowings) not includingin accordance with the terms of, 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of Section 2.8, be repaid only on the last day liability of the Interest Period Investor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with respect thereto unless such payment is accompanied by the additional paymentterms hereof or the terms of that certain Escrow Agreement, if anydated of even date herewith, required by Section 5.4between the Investor and Parent (the "Escrow Agreement").

Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more of this Agreementthe Borrowers (on a several basis), which Revolving Loans (i) may be repaid and reborrowed in accordance with the provisions hereof, (ii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iii) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") from one or more Bidder Lenders pursuant to make Advances to the Borrower under the Revolving Credit Facility a Competitive Bid Borrowing at any time and from time to time from on and after the Closing Effective Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by date which is the Borrower on any day determined by such Lender's Applicable Commitment Percentage up third Business Day preceding the date which is seven days prior to but not exceeding the Revolving Credit Commitment of such LenderFinal Maturity Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advanceany Competitive Bid Borrowing and the use of the proceeds thereof, the principal amount aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Credit Outstandings plus Letter of Credit Outstandings Loans, shall not exceed the Total Revolving Credit Commitment. Within Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, to make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to one or more of this Agreementthe Borrowers (on a several basis), which Revolving Loans (i) shall be made and maintained in Dollars; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall not exceed in aggregate Principal Amount outstanding at any time either (x) when added to the aggregate Principal Amount of Competitive Bid Loans then outstanding, the Loan Sublimit at such time or (y) when added to the sum of the aggregate Principal Amount of all Competitive Bid Loans then outstanding and all Letter of Credit Outstandings at such time, the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”) from one or more Bidder Lenders pursuant to make Advances to the Borrower under the Revolving Credit Facility a Competitive Bid Borrowing at any time and from time to time from on and after the Closing Effective Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by date which is three Business Days preceding the Borrower on any day determined by such Lender's Applicable Commitment Percentage up date which is 10 days prior to but not exceeding the Revolving Credit Commitment of such LenderFinal Maturity Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advanceany Competitive Bid Borrowing and the use of the proceeds thereof, the principal amount aggregate Principal Amount of Competitive Bid Loans outstanding shall not exceed either (x) when added to the aggregate Principal Amount of Revolving Credit Outstandings plus Loans then outstanding, the Loan Sublimit at such time or (y) when added to the aggregate Principal Amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings shall not exceed at such time, the Total Revolving Credit Commitment. Within Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. Subject “Incremental Term Loan Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Incremental Term Loan-1 and any Incremental Term Loans made by such Lender, substantially in the form of Exhibit A-3. “Incremental Term Loan-1” means the incremental term loan made, or to the terms and conditions of this Agreementbe made, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time pursuant to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis Section 4.1(a). “Incremental Term Loan-1 Commitment” means (a) as to any Term Loan Lender, the total borrowing requested by obligation of such Term Loan Lender to make a portion of the Incremental Term Loan-1 to the account of the Borrower hereunder on any day determined by the First Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Term Loan Lender's Applicable Commitment Percentage up ’s name on Schedule 1.1 and (b) as to but not exceeding all Term Loan Lenders, the Revolving Credit aggregate commitment of all Term Loan Lenders to make such Incremental Term Loan-1. The aggregate Incremental Term Loan-1 Commitment of such Lenderall Term Loan Lenders on the First Amendment Effective Date shall be $125,000,000. “Indebtedness” means, providedwith respect to any Person at any date and without duplication, howeverthe sum of the following: all liabilities, that the Lenders will obligations and indebtedness for borrowed money including, but(a) not be required and shall have no obligation to make limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Advance Person; all obligations to pay the deferred purchase price of property or services of any(b) such Person (including Earn-outs and Holdbacks solely to the extent payable in cash, in an amount calculated in accordance with GAAP and to the extent included on the Consolidated balance sheet of the Borrower and its Subsidiaries), except (i) so long as a Default trade payables arising in the ordinary course of business and repayable in accordance with customary trade practices, or an Event that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of Default has occurred and is continuing or such Person, (ii) if deferred compensation, deferred revenue and deferred tax liabilities; the Agent has accelerated Attributable Indebtedness of such Person with respect to such Person’s(c) Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); all obligations of such Person under conditional sale or other title retention(d) agreements relating to property purchased by such Person to the maturity extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); all Indebtedness of any third party secured by a Lien on any asset owned or being(e) purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of the Notes as a result of an Event of Defaultbusiness), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.16 59442126_10 74897129_7

Commitment. Subject to and upon the terms and conditions herein set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, each Lender severally agrees to make a loan or loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the A Term Facility, B Term Facility, Bridge Facility and the Revolving Facility, as set forth below: (a) Loans under the A Term Facility (each an "A Term Loan" and, collectively, the "A Term Loans"), (i) shall be made pursuant to (A) a drawing by the Borrower on the Closing Date in the aggregate principal amount of $20,000,000 and (B) a drawing by the Borrower on the Restatement Date in the aggregate principal amount of $643,750 and made by the Lenders with Increased A Term Commitments, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such A Term Loans pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal amount for any Lender at the time of occurrence thereof (A) the A Term Commitment, if any, of such Lender or (B) solely with respect to additional A Term Loans made on the Restatement Date, the Increased A Term Commitment, if any, of such Lender. Once repaid, A Term Loans borrowed hereunder may not be reborrowed. The Borrower and the Lenders acknowledge (i) the repayment of $5,643,750 in aggregate principal amount of A Term Loans under the Existing Credit Agreement and (ii) the making of $20,000,000 in aggregate principal amount of A Term Loans on the Closing Date in accordance with the terms of the Existing Credit Agreement, and agree that $14,356,250 in aggregate outstanding principal amount of such A Term Loans (in addition to the additional A Term Loans being made on the Restatement Date) continue to be outstanding pursuant to the terms and conditions of this AgreementAgreement and the other Loan Documents. (b) Loans under the B Term Facility (each a "B Term Loan" and, each Lender severally agrees collectively, the "B Term Loans") (i) shall be made pursuant to make Advances (A) a drawing by the Borrower on the Closing Date in the aggregate principal amount of $30,000,000, (B) a pro rata repayment to the Lenders with Revolving Commitments of $10,000,000 in principal amount of outstanding Revolving Loans owing to the Lenders by an additional $10,000,000 principal amount B Term Loan made by Fleet Bank to the Borrower on the Conversion Date, and (C) a drawing by the Borrower on the Restatement Date in the aggregate principal amount of $23,008,000 and made by the Lenders with Increased B Term Commitments, (ii) shall be made and initially maintained as Borrowings of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal amount for any Lender at the time of occurrence thereof (A) the B Term Commitment, if any, of such Lender or (B) solely with respect to additional B Term Loans made on the Restatement Date, the Increased B Term Commitment, if any, of such Lender. Once repaid, B Term Loans borrowed hereunder may not be reborrowed. The Borrower and the Lenders acknowledge (i) the repayment of $3,008,000 in aggregate principal amount of B Term Loans under the Existing Credit Agreement and (ii) the making of $30,000,000 in aggregate principal amount of B Term Loans on the Closing Date and an additional $10,000,000 B Term Loan on the Conversion Date in accordance with the terms of the Existing Credit Agreement, and agree that $36,992,000 in aggregate outstanding principal amount of such B Term Loans (in addition to the additional B Term Loans being made on the Restatement Date) continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. (c) Loans under the Bridge Facility (each a "Bridge Loan" and, collectively, the "Bridge Loans"), (i) shall be made pursuant to a single drawing which shall be on the Closing Date, (ii) shall be made and maintained as a single Borrowing of Base Rate Loans and (iii) shall not exceed in aggregate principal amount for any Lender at the time of occurrence thereof the Bridge Commitment, if any, of such Lender. Once repaid, Bridge Loans borrowed hereunder may not be reborrowed. (d) Loans under the Revolving Credit Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans"), (i) shall be made at any time and from time to time from on and after the Closing Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by Expiry Date, (ii) except as hereinafter provided, may, at the Borrower on option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type and (B) Revolving Loans maintained as Eurodollar Loans may not be incurred prior to the Syndication Date, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in the aggregate for all Lenders at any day determined by time outstanding, when combined with the aggregate principal amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Borrowing Base at such time and (v) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Revolving Loans of such Lender and with such Lender's Applicable Adjusted Revolving Commitment Percentage up to but not exceeding Percentage, if any, of the sum of (A) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (B) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals (1) if such Lender is a Non-Defaulting Lender, the Adjusted Revolving Commitment, if any, of such Lender at such time and (2) if such Lender is a Defaulting Lender, the Revolving Credit Commitment Commitment, if any, of such LenderLender at such time. The Borrower, provided, however, that the Agent and all of the Lenders will not agree and acknowledge that, as of the Conversion Date, $10,000,000 in principal amount of outstanding Revolving Loans owing to the Lenders were repaid pro rata from the proceeds of a $10,000,000 principal amount B Term Loan made by Fleet Bank to the Borrower pursuant to Section 1.01(b). The Borrower and the Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be required outstanding pursuant to the terms and shall have no obligation conditions of this Agreement and the other Loan Documents. (e) Subject to and upon the terms and conditions herein set forth, Fleet Bank in its individual capacity agrees to make at any such Advance time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and, collectively, the "Swingline Loans"), which Swingline Loans (i) so long shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Commitment then in effect (after giving effect to any reductions to the Adjusted Total Revolving Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Borrowing Base at such time and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Fleet Bank will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5 are not then satisfied. (f) On any Business Day, Fleet Bank may, in its sole discretion, give notice to the Revolving Lenders that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each Revolving Lender's Adjusted Revolving Commitment Percentage, and the proceeds thereof shall be applied directly to repay Fleet Bank for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by Fleet Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Commitment, the Adjusted Total Revolving Commitment or the Borrowing Base after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (ii) if the Agent has accelerated the maturity of any of the Notes including, without limitation, as a result of an Event the commencement of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Facility on a Business Day Lender (other than Fleet Bank) hereby agrees that it shall forthwith purchase from Fleet Bank (without recourse or warranty) such assignment of the Closing Date until, but (outstanding Swingline Loans as shall be necessary to borrowings and reborrowings) not including, cause the Revolving Credit Termination Date; providedLenders to share in such Swingline Loans ratably based upon their respective Adjusted Revolving Commitment Percentages, however, provided that (y) no Revolving Loan that is a Eurodollar Rate Loan all interest payable on the Swingline Loans shall be made which has an Interest Period that extends beyond for the Stated Termination Date and (z) each Revolving Loan that account of Fleet Bank until the date the respective assignment is a Eurodollar Rate Loan maypurchased and, subject to the provisions extent attributable to the purchased assignment, shall be payable to the Revolving Lender purchasing same from and after such date 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 additional payment, if any, required by Section 5.4purchase.

Commitment. (a) Subject to and upon the terms and conditions of this Agreementset forth herein, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility make, at any time and from time to time from on and after the Closing Second Restatement Effective Date until and prior to the Final Maturity Date, one or more additional loans (the “Revolving Credit Termination Date Loans” and each a “Revolving Loan”) to one or more of the Borrowers (on a pro rata basis several basis), which Revolving Loans: (i) may be made and maintained in such Approved Currency as to the total borrowing is requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding (except in the Revolving Credit Commitment case of such LenderBase Rate Loans, which shall only be Dollar-denominated); (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, howevermay, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall not exceed in aggregate Principal Amount, after adding thereto the sum of (I) the aggregate Principal Amount of all other Revolving Loans then outstanding, (II) the aggregate Principal Amount of all Competitive Bid Loans then outstanding, and (III) the aggregate Principal Amount of all Swingline Loans then outstanding, the Total Commitment at such time (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans). (b) Subject to and upon the terms and conditions set forth herein, (I) on the Second Restatement Effective Date, the Existing Competitive Bid Loans made by each Existing Lender to any Borrower pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as Borrowings of Loans hereunder to such Borrower and (II) each Lender severally agrees that one or more Borrowers may, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, (on a several basis) incur a loan or loans (together with the Existing Competitive Bid Loans continued pursuant to clause (I) above, the “Competitive Bid Loans” and each, a “Competitive Bid Loan”) from one or more Bidder Lenders will pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Second Restatement Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans and the aggregate Principal Amount of all Swingline Loans, shall not exceed the Total Commitment at such time. (c) Subject to and upon the terms and conditions herein set forth the Swingline Lender in its individual capacity agrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior the Swingline Expiry Date a loan or loans to one or more of the Borrowers (on a several basis) (the “Swingline Loans” and, each a “Swingline Loan”), which Swingline Loans (i) may be made and maintained in such Swingline Approved Currency as is requested by the applicable Borrower; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) may be incurred and maintained at the applicable Swing Rate, provided that all Swingline Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Swingline Loans of the same Type; (iv) shall not exceed in aggregate Principal Amount at any time outstanding for all Swingline Loans, the Maximum Swingline Amount; (v) shall not exceed that aggregate Principal Amount at any time outstanding (I) in the case of all Swingline Loans denominated in Euros, $300,000,000, (II) in the case of all Swingline Loans denominated in Pounds Sterling, $300,000,000, (III) in the case of all Swingline Loans denominated in Swiss Francs, $100,000,000 (IV) in the case of all Swingline Loans denominated in Hong Kong Dollars, $100,000,000, (V) in the case of all Swingline Loans denominated in Japanese Yen, $100,000,000, and (VI) in the case of all Swingline Loans denominated in Australian Dollars, $100,000,000; and (vi) shall not be made (and shall not be required and to be made), if the making of such Swingline Loan would cause the Aggregate Loan Outstandings to exceed the Total Commitment at such time. (d) The Swingline Lender shall have no obligation not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the applicable Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Advance Swingline Loans, including by cash collateralizing each such Defaulting Lender’s ratable share (on the basis of its Commitment) of such outstanding Swingline Loans. The Swingline Lender will not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as the Swingline Lender shall have received a written notice of (i) so long rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that any of its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans denominated in the same Swingline Approved Currency, as such Swingline Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 8.01(h) or (i) or upon the exercise of any of the remedies provided in the last paragraph of Section 8). In each such case, a Borrowing of Revolving Loans constituting Eurodollar Loans with an initial Interest Period of one month (each such Borrowing, a “Mandatory Borrowing”) shall be made on the date occurring three Business Days following such notice by all Lenders pro rata on the basis of their Commitments, and the proceeds thereof shall be immediately applied directly to repay the Swingline Lender for each such outstanding Swingline Loan. Each Lender hereby irrevocably agrees to make Eurodollar Loans upon three Business Days’ notice from the Swingline Lender provides notice pursuant to each Mandatory Borrowing in the amounts, in the applicable Swingline Approved Currency, and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender, notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the applicable Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 4 are then satisfied (or waived), (iii) whether a Default or an Event of Default has occurred and is continuing or continuing, (iiiv) if the Agent has accelerated date of such Mandatory Borrowing, and (v) any reduction in the maturity of Total Commitment after any of such Swingline Loans were made. In the Notes event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of an Event the commencement of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow a proceeding under the Revolving Credit Facility on a Business Day Bankruptcy Code in respect of any Borrower), each Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Closing Date until, but Swingline Lender (without recourse or warranty) such assignment of such outstanding Swingline Loans 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 necessary to cause the Lenders to share in such Swingline Loans ratably on the basis of their Commitments, provided that extends beyond all interest payable on such Swingline Loans shall be for the Stated Termination Date and (z) each Revolving Loan that account of the Swingline Lender until the date the respective assignment is a Eurodollar Rate Loan maypurchased and, subject to the provisions extent attributable to the purchased assignment, shall be payable to the Lender purchasing same from and after such date 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 additional payment, if any, required by Section 5.4purchase.

Commitment. Subject ▇▇▇▇▇▇▇▇ agrees that in addition to disclosures made in accordance with standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. Each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from any Loan Party that has been identified in writing as confidential by any of them, and shall use reasonable efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, auditors, legal counsel, consultants, service providers and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, (e) disclosures required or requested by any other governmental authority or representative thereof or pursuant to legal process, or (f) disclosure of the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the terms lending industry and conditions service providers to Agent and Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments; provided that, unless specifically prohibited by applicable law or court order, each Lender severally agrees shall notify Borrower of any request by any governmental authority or representative thereof prior to make Advances to the Borrower under the Revolving Credit Facility 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 disclosure (other than any day determined such request in connection with any examination of such Lender by such Lender's Applicable Commitment Percentage up government authority) for disclosure of any such non-public information prior to but not exceeding the Revolving Credit Commitment disclosure of such Lenderinformation. In addition, provided, however, that the Lenders will not be required and shall have no obligation each Lender may make disclosure of such information to make any contractual counterparty in swap agreements or such Advance contractual counterparty’s professional advisors (i) so long as a Default such contractual counterparty or an Event professional advisors agree to be bound by the provisions of Default has occurred and this §18.7). Non-public information shall not include any information which is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes subsequently becomes publicly available other than as a result of an Event a disclosure of Default; provided furthersuch information by a Lender, however, that immediately after giving effect or prior to each the delivery to such Advance, Lender is within the principal amount possession of Revolving Credit Outstandings plus Letter of Credit Outstandings shall such Lender if such information is not exceed the Total Revolving Credit Commitment. Within known by 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 Lender 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to another confidentiality agreement with or other obligations of secrecy to Borrower, or is disclosed with the provisions prior approval of Section 2.8, be repaid only on Borrower. Nothing herein shall prohibit the last day disclosure of non-public information to the Interest Period with respect thereto unless such payment is accompanied by extent necessary to enforce the additional payment, if any, required by Section 5.4Loan Documents.

Commitment. Subject to the terms and conditions of this Agreementset forth herein, each Lender severally the EC Investor hereby commits and agrees to make Advances that, at or prior to the Borrower Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$980,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Revolving Credit Facility from time to time from Other Equity Commitment Letters, the Closing Date until the Revolving Credit Termination Date on a pro rata basis as “Aggregate Commitment”). Notwithstanding anything to the total borrowing requested by contrary in this Letter, 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 EC Investor shall not be required obligated to contribute to Parent an amount in excess of, and shall have no obligation to make any such Advance (i) so long as a Default or an Event the aggregate amount of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any liability of the Notes as a result of an Event of Default; provided furtherEC Investor hereunder shall not exceed, howeverthe Commitment (the “Cap”), that immediately after and this Letter may not be enforced against the EC Investor without giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Cap. The Aggregate 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of Section 2.8Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, be repaid only on together with the last day net proceeds of the Interest Period Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with respect thereto unless the consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such payment is accompanied person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the additional payment, if any, required by Section 5.4EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. (a) Subject to the terms and conditions of this Agreement, each Lender severally agrees commits, after the A&R Effective Date until the Commitment Termination Date, to make Advances to the Borrower under the Revolving Credit Facility revolving loans (collectively, “Loans”) 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 Borrower, in an aggregate amount not to exceed at any time the outstanding amount of such Lender’s Commitment with respect to the Loans; provided that the Lenders shall not be required to make any Loans hereunder if, after giving effect thereto and to the receipt and application by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding of the Revolving Credit Commitment proceeds 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such AdvanceLoans, the then aggregate outstanding principal amount of Revolving Credit Outstandings plus Letter such Loans would exceed the lesser of Credit Outstandings (a) the Maximum Commitment and (b) the Maximum Advance Amount at such time; provided further that the amount of each Loan required to be made by a Lender shall not exceed its pro rata share (based on its Applicable Percentage) of the Total Revolving Credit Commitmentamount requested in the related Borrowing Request, subject to Section 2.01(b). Within such limitsSubject to the preceding limitation and the terms and conditions of this Agreement, the Borrower may from time to time and prior to the Commitment Termination Date borrow, prepay, repay and reborrow under the Revolving Credit Facility on a Business Day Loans. (b) The Loans made from the Closing Date until, but (as time 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject time pursuant to the provisions of Section 2.8Tranche A Commitments hereunder (whether made before, be repaid only on, or after the A&R Effective Date) are referred to as “Tranche A Loans” and the Loans made from time to time pursuant the Tranche B Commitments hereunder (whether made on or after the last day A&R Effective Date) are referred to as the “Tranche B Loans.” As of the Interest Period with respect thereto unless such payment is accompanied by A&R Effective Date (immediately before giving effect to the additional paymentLoans, if any, borrowed on the A&R Effective Date), all of the Tranche A Commitments have been utilized, resulting in $240,000,000.00 in aggregate principal amount of Tranche A Loans outstanding, and none of the Tranche B Commitments have been utilized. The Tranche A Loans and Tranche B Loans are pari passu in all respects. Under no circumstances may the aggregate of the (i) Tranche A Loans required to be made by Section 5.4a Tranche A Lender exceed the Tranche A Commitment of such Tranche A Lender, and (ii) Tranche B Loans required to be made by a Tranche B Lender exceed the Tranche B Commitment of such Tranche B Lender. All references to Loans herein shall be deemed to include the Tranche A Loans and the Tranche B Loans. Each Tranche B Lender acknowledges and agrees that the amount that it is required to fund in connection with a Borrowing Request may be higher than its pro rata share of such borrowing (based on its Applicable Percentage) due to the requirement that the Tranche A Loans not exceed the Tranche A Commitments.

Commitment. Subject 2.1 The Buyer commits as follows: (i) in order to secure that all 2019 Systems are manufactured at Wuxi and the terms and conditions prices stated by the Seller in the 2019 Pricing Curve, the Buyer shall place Orders for a minimum of this Agreement, each Lender severally agrees eighteen (18) Systems (the "2019 Minimum Requirement") to make Advances be supplied to Nominated Vessels with the Borrower under relevant Delivery Date occurring during the Revolving Credit Facility calendar year 2019 (the "2019 Vessels" as detailed in Schedule 4A (The 2019 Vessels) as modified or amended from time to time from time) and in accordance with the Closing Date until terms of this Agreement and/or 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 an Event of Default has occurred and is continuing or relevant Purchase Agreement; (ii) if in order to secure that all 2020 Systems are manufactured at Wuxi and the Agent has accelerated prices stated by the maturity of any of Seller in the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance2020 Pricing Curve, the principal amount Buyer shall place Orders fora minimum of Revolving Credit Outstandings plus Letter ten (10) Systems (the "2020 Initial Minimum Requirement") to be supplied to Nominated Vessels with the relevant Delivery Date occurring during the calendar year 2020 (the "2020 Initial Vessels" as detailed in Schedule 4B (The 2020 Initial Vessels) as modified or amended from time to time) and in accordance with the terms of Credit Outstandings this Agreement and/or the relevant Purchase Agreement. The Buyer shall not exceed have an option to order up to an additional eighteen ( 18) Systems as follows: (A) the Total Revolving Credit Commitment. Within such limits, Buyer shall have the Borrower may borrow, repay and reborrow under option (the Revolving Credit Facility on "2020 Subsequent Option") to order a Business Day from minimum of eleven ( 11) Systems (the Closing Date until, but (as "2020 Subsequent Minimum Requirement") 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 elected by the additional payment, if any, required by Section 5.4.Buyer on or prior to 31 May 2019 (the "First 2020 Option Date") and to be supplied to Nominated Vessels with the relevant Delivery Date occurring during the calendar year 2020 (the "2020 Subsequent Vessels") and in accordance with the terms of this Agreement and/or the relevant Purchase Agreement; and (B) the Buyer shall have the option (the "2020 Final Option") to order a minimum of seven

Commitment. Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Advances available to the Borrower under such Lender's Commitment Percentage of revolving credit loans requested by the Revolving Credit Facility Borrower in Dollars ("Loans") from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis Date, or such earlier date as to the total borrowing requested by Commitments shall have been terminated as provided herein for 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, purposes hereinafter set forth; provided, however, that the Lenders will sum of the aggregate principal amount of outstanding Loans shall not exceed ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (as such aggregate maximum amount may be required and shall have no obligation reduced from time to make any such Advance time as provided in Section 3.4, the "Committed Amount") ; provided, further, (i) so long as a Default or an Event with regard to each Lender individually, such Lender's outstanding Loans shall not exceed such Lender's Commitment Percentage of Default has occurred the Committed Amount, and is continuing or (ii) if with regard to the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such AdvanceLenders collectively, the aggregate principal amount of Revolving Credit Outstandings outstanding Loans plus Letter of Credit Outstandings LOC Obligations outstanding shall not exceed the Total Revolving Credit CommitmentCommitted Amount. Within such limitsLoans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may borrowrequest, repay and reborrow under may be repaid and reborrowed in accordance with 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 Dateprovisions hereof; provided, however, that (x) during the Initial Interest Rate Period, all Eurodollar Loans shall have an Interest Period of one (1) month and (y) no Revolving Loan that is a more than 7 Eurodollar Rate Loan Loans shall be made which has an outstanding hereunder at any time. For purposes hereof, Eurodollar Loans with different Interest Period that extends beyond Periods shall be considered as separate Eurodollar Loans, even if they begin on the Stated Termination Date same date, although borrowings, extensions and (z) each Revolving Loan that is a Eurodollar Rate Loan conversions may, subject to in accordance with the provisions of Section 2.8hereof, be repaid only on combined at the last day end of the existing Interest Period Periods to constitute a new Eurodollar Loan with respect thereto unless such payment is accompanied by a single Interest Period. Loans hereunder may be repaid and reborrowed in accordance with the additional payment, if any, required by Section 5.4provisions hereof.

Commitment. Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Advances available to the Borrower under such Lender’s Commitment Percentage of the revolving credit loans requested by the Borrower in Dollars (the “Revolving Credit Facility Loans”) from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis Maturity Date, or such earlier date 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 Commitments shall have no obligation to make any such Advance (i) so long been terminated as a Default or an Event of Default has occurred and is continuing or (ii) if provided herein for the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Datepurposes hereinafter set forth; provided, however, that (yi) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Commitment Amount, and (ii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that no Revolving Loan that is a more than ten (10) Eurodollar Rate Loan Loans shall be made which has an outstanding hereunder at any time. For purposes hereof, Eurodollar Loans with different Interest Period that extends beyond Periods shall be considered as separate Eurodollar Loans, even if they begin on the Stated Termination Date same date, although borrowings, extensions and (z) each Revolving Loan that is a Eurodollar Rate Loan conversions may, subject to in accordance with the provisions of Section 2.8hereof, be repaid only on combined at the last day end of the existing Interest Period Periods to constitute a new single Eurodollar Loan with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4a single Interest Period.

Commitment. This letter confirms the commitment of the Equity Investor, subject to the conditions set forth herein, to purchase (or cause an assignee permitted by the terms of Section 4(a) hereof to purchase) at Closing, for an aggregate purchase price paid in immediately available United States Dollars equal to $30,000,000.00 (such commitment, the “Equity Commitment”), common equity interests of Parent as of the Closing (collectively, the “Subject Equity Securities”), solely for the purposes of enabling Parent, directly or indirectly, to fund, together with the proceeds of the other equity commitment letters (collectively, the “Other Equity Commitments”) from other investors (each, an “Other Equity Investor”) to Parent of even date herewith (each, as amended from time to time, an “Other Equity Commitment Letter” and collectively, the “Other Equity Commitment Letters”) or, in any such case, replacement or alternative financing therefor, (x) payment of the aggregate Per Share Merger Consideration under Article IV of the Merger Agreement, (y) all amounts payable in respect of Company Stock Options, Company RSUs and Company PSUs under Article IV of the Merger Agreement and (z) related fees and expenses, in each case, to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to and in accordance with the Merger Agreement (clauses (x), (y) and (z), collectively, the “Transaction Costs”), and not for any other purpose, it being understood that the Equity Investor (together with his, her or its permitted assigns) shall not under any circumstances be obligated to purchase any equity interests of, or make any other payment to or investment in, Parent other than the purchase of the Subject Equity Securities pursuant to the terms hereof for a purchase price not to exceed the Equity Commitment, and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any aggregate liability of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings Equity Investor hereunder 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of Section 2.8, be repaid only on the last day amount of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4Equity Commitment.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under the applicable Facility, as set forth below: (a) [reserved] (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) were made pursuant to “Revolving Commitments” under and as defined in the Existing Credit Facility Agreement prior to the Closing Date and such Revolving Loans shall be subject to Section 6.3, (ii) on and after the Closing Date shall, subject to the terms and conditions herein, be made at any time and from time to time prior to the Revolving Facility Final Maturity Date, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar, Adjusted Term SOFR Loans or Index Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) 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 Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (vi) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrower shall repay in full each Swingline Loan on any day determined by the earlier to occur of (1) the date five (5) Business Days after such Lender's Applicable Commitment Percentage up to but not exceeding Swingline Loan is made and (2) the Revolving Credit Commitment of such Lender, Swingline Expiry Date; provided, however, that the Lenders will Borrower shall not be required request, and the Swingline Lender shall have no obligation not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any such Advance (i) so long as Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default has occurred exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) if the Agent has accelerated the maturity waiver of any of the Notes as a result of an such Default or Event of Default; provided further, however, that immediately after giving effect to each such AdvanceDefault in accordance with this Agreement. Also, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings Swingline Lender shall not exceed have any obligation to make any Swingline Loan in 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 Revolving Loan that event there is a Eurodollar Rate Loan shall be made which Defaulting Lender (unless the Swingline Exposure of such Defaulting Lender 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 the provisions of been reallocated or Cash Collateralized in accordance with Section 2.8, 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 5.42.

Commitment. Subject to the terms and conditions of this Agreementset forth herein, each Lender severally the EC Investor hereby commits and agrees to make Advances that, at or prior to the Borrower Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$720,000 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Revolving Credit Facility from time to time from Other Equity Commitment Letters, the Closing Date until the Revolving Credit Termination Date on a pro rata basis as “Aggregate Commitment”). Notwithstanding anything to the total borrowing requested by contrary in this Letter, 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 EC Investor shall not be required obligated to contribute to Parent an amount in excess of, and shall have no obligation to make any such Advance (i) so long as a Default or an Event the aggregate amount of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any liability of the Notes as a result of an Event of Default; provided furtherEC Investor hereunder shall not exceed, howeverthe Commitment (the “Cap”), that immediately after and this Letter may not be enforced against the EC Investor without giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Cap. The Aggregate 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of Section 2.8Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, be repaid only on together with the last day net proceeds of the Interest Period Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with respect thereto unless the consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such payment is accompanied person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the additional payment, if any, required by Section 5.4EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. Subject to the terms and conditions of this Agreementset forth herein, each the Lender severally agrees to make Advances loans (each such loan, a "Revolving Loan") to the Borrower under the Revolving Credit Facility in Dollars from time to time on any Business Day during the period 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 including 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Maturity Date; provided, however, that (y) no after giving effect to any advance of Revolving Loan that is a Eurodollar Rate Loan Loans, the sum of the outstanding principal amount of Revolving Loans plus the outstanding amount of LOC Obligations shall be made which has an Interest Period that extends beyond not exceed the Stated Termination Date Total Commitment Amount then in effect. Subject to the other terms and (z) each Revolving Loan that is a Eurodollar Rate Loan mayconditions hereof, the Borrower may borrow under this Section 2.1, prepay under Section 2.3, and reborrow under this Section 2.1. In addition, subject to the provisions terms and conditions set forth herein, the Lender has agreed to advance Revolving Loans to the Borrower pursuant to an "auto borrow" arrangement in an aggregate principal amount not exceeding at any time FIFTEEN MILLION DOLLARS ($15,000,000). Notwithstanding anything herein to the contrary, in connection with such "auto borrow" arrangement the Borrower and the Lender agree that (i) the Total Commitment Amount shall be subject to a reserve of Section 2.8$15,000,000 for Revolving Loans advanced pursuant to the "auto borrow" arrangement (i.e., be repaid only on the last day amount of the Interest Period Commitment available for Revolving Loans and Letters of Credit (other than Revolving Loans advanced pursuant to the "auto borrow" arrangement) shall be $60,000,000) and (ii) with respect thereto unless to all Revolving Loans advanced pursuant to the "auto borrow" arrangement, such payment is accompanied by Revolving Loans shall be treated in all respects as Revolving Loans advanced under this Agreement (notwithstanding that such Revolving Loans are part of an "auto borrow" arrangement). The Borrower's account No. 000653234203 maintained with the additional payment, if any, required by Section 5.4Lender shall be utilized in connection with the "auto borrow" arrangement.

Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, to make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to one or more of this Agreementthe Borrowers (on a several basis), which Revolving Loans (i) shall be made and maintained in Dollars; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall not exceed in aggregate Principal Amount outstanding at any time either (x) the Loan Sublimit at such time or (y) when added to the sum of the aggregate Principal Amount of all Competitive Bid Loans then outstanding and all Letter of Credit Outstandings at such time, the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”) from one or more Bidder Lenders pursuant to make Advances to the Borrower under the Revolving Credit Facility a Competitive Bid Borrowing at any time and from time to time from on and after the Closing Restatement Effective Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by date which is three Business Days preceding the Borrower on any day determined by such Lender's Applicable Commitment Percentage up date which is 10 days prior to but not exceeding the Revolving Credit Commitment of such LenderFinal Maturity Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advanceany Competitive Bid Borrowing and the use of the proceeds thereof, the principal amount aggregate Principal Amount of Competitive Bid Loans outstanding shall not exceed either (x) when added to the aggregate Principal Amount of Revolving Credit Outstandings plus Loans then outstanding, the Loan Sublimit at such time or (y) when added to the aggregate Principal Amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings shall not exceed at such time, the Total Revolving Credit Commitment. Within Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. Subject to and upon the terms and conditions of this Agreementset forth herein, each the Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility agrees, at any time and from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as prior to the total borrowing requested Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge 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 LenderEligible Mortgage Loans, providedEligible Nonconforming Mortgage Loans, however, that the Lenders will not be required and shall have no obligation to make any Eligible HELOCs/Second Mortgage Loans or Liquid Assets as Collateral for such Advance (i) so long as a Default or an Event of Default has occurred provided herein and is continuing or (ii) if in the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 DateWarehouse Security Agreement; provided, however, that (1) the aggregate principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) no Revolving Loan that is a Eurodollar Rate Loan an amount equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall be made which has an Interest Period that extends beyond not exceed 0% of the Stated Termination Date Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 40% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 40% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $5,000,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 40% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 10% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs and Second Mortgage Loans shall not exceed $30,000,000 (the "HELOC Commitment"), (11) the aggregate principal amount of Advances outstanding at any time secured by HLTV Loans shall not exceed $5,000,000 (the "HLTV Commitment"), and (z12) each Revolving Loan that is a Eurodollar Rate Loan maythe aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans, subject to the provisions of Section 2.8HLTV Loans, 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 5.4Eligible HELOCs and Second Mortgage Loans shall not exceed $40,000,000."

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 conditions obligations of each of the Commitment Parties under this AgreementCommitment Letter shall be several and not joint, each Lender severally agrees and no failure of any Commitment Party to make Advances 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 Borrower under DDTL Commitment of another Commitment Party in the Revolving Credit Facility from time event such other Commitment Party (the “Defaulting Commitment Party”) fails to time from provide its DDTL Commitment on the Closing Date until (as defined below), but may at its option do so, in whole or in part, in which case such performing Commitment Party shall be entitled to all or a proportionate share, as the Revolving Credit Termination Date on a pro rata basis as case may be, of the Delayed-Draw Term Loan Facility and related fees that would otherwise be issued to the total borrowing requested by Defaulting Commitment Party. In the Borrower 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 day determined by such Lender's Applicable other remedies that may be available under law. You will use commercially reasonable efforts to designate a third party reasonably acceptable to the 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 Parties having or holding a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any majority of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the outstanding principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limitsDDTL Commitments (excluding any Defaulting Commitment Parties, the Borrower may borrow“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, repay 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 reborrow under notwithstanding any syndication, assignment or other transfer by any 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 Revolving Credit Delayed-Draw Term Loan Facility on a Business Day from or after the Closing Date) in connection with any syndication, assignment or other transfer until after the Definitive Financing Documentation becomes effective on the Closing Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of the Commitment Party’s commitments in respect of the Delayed-Draw Term Loan Facility until the Closing Date until, but and (as to borrowings and reborrowingsc) not includingunless the Borrower agrees in writing, the Revolving Credit Termination Date; providedCommitment Parties shall retain exclusive control over all rights and obligations with respect to the DDTL Commitments in respect of the Delayed-Draw Term Loan Facility, howeverincluding all rights with respect to consents, waivers, modifications, supplements and amendments, until the Closing Date has occurred. It is understood and agreed that, in the event that (y) no Revolving the Company effects a Company Separation in connection with the Restructuring the Delayed-Draw Term Loan that is a Eurodollar Rate Loan Facility shall be made which has reduced in size and the Financial Covenants and Negative Covenants adjusted based on the assets and EBITDA attributable to Reorganized RemainCo, in each case, proportionately by an Interest Period that extends beyond amount reflecting the Stated Termination Date size and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject scale of the Reorganized RemainCo relative to the provisions of Section 2.8, be repaid only on Company prior to the last day Company Separation and as agreed by you and the Required Commitment Parties in light of the Interest Period with respect thereto unless such payment is accompanied by size, scale and nature of the additional payment, if any, required by Section 5.4business of Reorganized RemainCo.

Commitment. (a) Subject to the terms and conditions of and relying on the representations and warranties contained in this Agreement, each Lender holding Commitments hereunder severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing part of such Lender's ratable share of Loans requested by the Borrower in accordance with this Agreement on any day determined Business Day during the period from the date hereof until the Drawdown Termination Date provided that (i) the Commitments of the Lenders under this Agreement are Active, (ii) the aggregate outstanding principal amount of the Advances made by such Lender's Applicable Commitment Percentage up to but , whether or not exceeding retained by such Lender, may not exceed the Revolving Credit outstanding principal amount of the Commitment of such Lender, provided, however, that and (iii) the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate outstanding principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall the Loans may not exceed the Total Revolving Credit Commitmentaggregate outstanding principal amount of the Commitments. Within such limitsthe limits expressed in this Agreement, and (b) At any time when the aggregate outstanding principal amount of Loans and all accrued but unpaid interest thereon is equal to $0.00 and there are no outstanding requests for Loans, the Borrower may borrowby providing written notice to the Agent and the Lenders referencing this paragraph (b) cause the Commitments of the Lenders under this Agreement to become Dormant on the date specified by the Borrower in such written notice (the "Commitment Dormancy Date"). Upon receipt of such written notice, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Commitment Dormancy Date until, but until such time as the Commitments of the Lenders are made Active by the Lenders holding Commitments in accordance with paragraph (as to borrowings and reborrowingsc) not includingbelow, the Revolving Credit Termination Date; providedCommitments of the Lenders under this Agreement shall become Dormant. While the Commitments of the Lenders under this Agreement are Dormant, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan the Borrower may not request extensions of credit under this Agreement and all Events of Default occurring under this Agreement shall be made suspended (other than the Events of Default specified in Section 6.1(a) and any Events of Default resulting from the failure of the Borrower to perform the covenants of the Borrower in Sections 4.1, 4.2(a), 4.2(c), 4.2(e), 4.2(g), or 4.6, which has an Interest Period that extends beyond the Stated Termination Date shall remain in full force and (z) each Revolving Loan that is a Eurodollar Rate Loan may, effect subject to applicable cure periods). Events of Default under this Agreement occurring prior to the provisions Commitment Dormancy Date are not suspended and the suspension of Section 2.8, be repaid only on Events of Default does not imply any waiver thereof. The suspension of Events of Default while the last day Commitments of the Interest Period Lenders under this Agreement are Dormant shall not suspend the obligation of the Borrower or any other Loan Party to comply with respect thereto unless such payment is accompanied by the additional paymentterms of this Agreement and the other Loan Documents, if any, required by Section 5.4.i.

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 a loan (the “Initial Loans”), which Initial Loans (i) shall be made on the Closing Date, (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 that aggregate principal amount that equals the 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 outstanding the aggregate principal amount that equals the sum of the 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 (A) any exercise of such option shall not affect 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. (b) The Commitments shall terminate on the earliest of (i) the making of the Initial Loans on the Closing Date, (ii) the consummation of the transactions contemplated by the Acquisition Agreement without any borrowing under this Agreement, (iii) the termination of the Acquisition Agreement, (iv) any date on which the Borrower provides notice to the Lenders that the transactions contemplated by the Acquisition Agreement will not be consummated and (v) 5:00 p.m., New York City time, on July 15, 2006, in each case if the Initial Loans are not made on or before such date. (c) Subject to the terms and conditions of this Agreementhereof, each Lender severally agrees to make Advances agrees, if the Initial Loans have not been repaid on or prior to the Borrower under the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment of such Lender, provided, howeverInitial Maturity Date, that the Lenders will maturity of such Initial Loans shall automatically be extended to the Final Maturity Date (such extended Initial Loans, collectively, the “Extended Loans”). Amounts repaid in respect of Extended Loans may not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4reborrowed.

Commitment. Subject to the terms and conditions of this Agreementhereof, each Lender severally Lender, severally, but not jointly, agrees to make Advances the Term Loan A, Term Loan B and Term Loan C (each as defined below and each sometimes individually referred to as a “Term Loan” and collectively referred to as the “Term Loans”) to Borrower under the Revolving Credit Facility from time to time from on any Business Day (as defined below) during the periods set forth below in an aggregate principal amount not to exceed 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 each Lender as it may be amended to reflect assignments made in accordance with this Agreement or 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 Term Loans made hereunder shall not exceed $15,000,000 (the “Total Commitment”). Each Lender’s obligation to fund a Term Loan shall be limited to such Lender’s Pro Rata Share (as defined below) of such Term Loan. Subject to the terms and conditions hereof, the initial Term Loan (the “Term Loan A”) shall be made on the Closing Date until in an aggregate principal amount equal to $3,800,000. After the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Term Loan A, 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 may request (i) so long as a Default or an Event of Default has occurred and is continuing or second Term Loan (iithe “Term Loan B”) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan mayfunded, subject to the provisions terms and conditions hereof, on or prior to August 11, 2008 (the “Term Loan B Commitment Termination Date”) in the aggregate principal amount of Section 2.8$5,600,000 and (ii) a third Term Loan (the “Term Loan C”) to be funded, be repaid only subject to the terms and conditions hereof, on or prior to September 30, 2008 (the last day “Term Loan C Commitment Termination Date”) in the aggregate principal amount of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4$5,600,000.

Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Commitment Expiration Date, to make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to one or more of the Borrowers (on a several basis), which Revolving Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of each Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iv) shall not exceed in aggregate Principal Amount outstanding at any time either (x) $200,000,000 or (y) when added to the sum of the aggregate Principal Amount of all Competitive Bid Loans then outstanding and all Letter of Credit Outstandings at such time, the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each Borrower and each Lender which has Revolving Loans outstanding at such time agree that at 9:00 A.M. (New York time) on the Commitment Expiration Date, the aggregate principal amount of Revolving Loans owing to such Lender and outstanding at such time shall (unless such Revolving Loans have been declared (or have become) due and payable pursuant to this Agreement), without any notice or action by any party, automatically convert to and thereafter constitute Term Loans owing to such Lender hereunder. The Term Loans of each Lender (i) shall be made and thereafter maintained in the same currencies in which the related Revolving Loans were denominated as of the Commitment Expiration Date; (ii) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that (A) Base Rate Loans may only be denominated in Dollars and (B) all Term Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type; and (iii) shall not exceed in initial Principal Amount for such Lender an amount which equals the total Principal Amount of Revolving Loans owed to such Lender and outstanding at 9:00 A.M. (New York time) on the Commitment Expiration Date. Once repaid, Term Loans may not be reborrowed. (c) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a “Competitive Bid Loan” and, collectively, the “Competitive Bid Loans”) from one or more Bidder Lenders pursuant to make Advances to the Borrower under the Revolving Credit Facility a Competitive Bid Borrowing at any time and from time to time from on and after the Closing Effective Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by date which is three Business Day preceding the Borrower on any day determined by such Lender's Applicable date which is 10 days prior to the Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such LenderExpiration Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advanceany Competitive Bid Borrowing and the use of the proceeds thereof, the principal amount aggregate Principal Amount of Competitive Bid Loans outstanding shall not exceed either (x) when added to the aggregate Principal Amount of Revolving Credit Outstandings plus Loans then outstanding, $200,000,000 or (y) when added to the aggregate Principal Amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings shall not exceed at such time, the Total Revolving Credit Commitment. Within Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. (a) Subject to the terms and conditions of this Agreementset forth herein, each Lender severally agrees to make Advances a loan of the applicable Tranche (individually, an "INITIAL LOAN" and collectively, the "INITIAL LOANS") to the Borrower under the Revolving Credit Facility from time to time from on the Closing Date until in a principal amount (i) in the Revolving Credit Termination Date on a pro rata basis as case of Loans denominated in Euros, not to exceed its Euro Commitment and (ii) in the case of Loans denominated in Dollars, not to exceed its Dollar Commitment. Amounts repaid in respect of Initial Loans may not be reborrowed. (a) Each Lender agrees, if the Initial Loans have not been repaid prior to the total borrowing requested by Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall automatically be converted into a loan denominated in the same currency as such Initial Loan (individually, an "EXTENDED LOAN" and collectively, the "EXTENDED LOANS") to the Borrower on any day determined by such Lender's Applicable Commitment Percentage up the Initial Maturity Date in an aggregate principal amount equal to but not exceeding the Revolving Credit Commitment then outstanding principal amount of such LenderInitial Loan or Loans (including any accrued interest not required to be paid in cash); provided that if, on the Initial Maturity Date, a Default described in Section 7.01(f) (with respect to Holdings or the Borrower only) shall have occurred and be continuing but such Default is cured before the expiration of the grace period specified in such subsection, such conversion shall take place on the date that such Default is cured; provided, howeverfurther, that the Lenders will Initial Loans shall not be required so converted and shall have no obligation to make any such Advance (i) so long as a Default or if an Event of Default has described in Section 7.01(e) or 7.01(f) (in each case, with respect to Holdings or the Borrower only) shall have occurred and is be continuing on the Initial Maturity Date, shall be due and payable on the Initial Maturity Date or (ii) if a Default described in Section 7.01(f) (with respect to Holdings or the Agent has accelerated Borrower only) shall have occurred and be continuing on the maturity of any Initial Maturity Date and such Default is not cured prior to the end of the Notes as a result of an Event of Default; provided furthergrace period specified in such subsection, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date due and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.8, be repaid only payable on the last day of such grace period. Upon the Interest Period with respect thereto unless conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records a principal amount of the Initial Loans held by such payment is accompanied Lender corresponding to the principal amount of the Extended Loans issued by such Lender, which corresponding principal amount of the Initial Loans shall be satisfied by the additional payment, if any, required by conversion of such Initial Loans into Extended Loans in accordance with this Section 5.42.01(b). Amounts repaid in respect of Extended Loans may not be reborrowed.

Commitment. Subject to and upon the terms and conditions of this Agreementset forth herein, each Lender severally the Bank agrees to make Advances to the Borrower under the Revolving Credit Facility at any time and from time to time prior to the Maturity Date to make available to Borrower the following facilities: (a) A revolving construction line of credit (the "Construction LOC") under which the Bank will extend credit to the Borrower from the Closing Date time to time until the Revolving Credit Termination Maturity Date by way of advances (each, a "Construction Advance" and collectively, the "Construction Advances") on a pro rata revolving 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00) (the "Construction LOC Commitment"). Each Construction Advance: (1) may be repaid and reborrowed in accordance with the provisions hereof; (2) shall not exceed in principal amount, together with the Total Revolving Credit Commitment. Within such limitsthen aggregate outstanding principal amount of all other Construction Advances made by the Bank at any time outstanding, the Borrower may borrowConstruction LOC Commitment; and (3) shall mature and be payable on the Maturity Date. Of the outstanding principal balance of the Original Indebtedness as of , repay and reborrow 1997, $2,052,441.60 shall be deemed to have been disbursed under the Revolving Credit Facility Construction LOC. (b) A commercial mortgage loan in the original principal amount of NINE MILLION AND NO/100 DOLLARS ($9,000,000.00) (the "Mauka Land Loan"). Of the currently outstanding principal balance of the Original Indebtedness, $9,000,000.00 shall be deemed to be the Mauka Land Loan. (c) A revolving working capital line of credit (the "Working Capital LOC") under which the Bank will extend credit to the Borrower from time to time until the Maturity Date by way of advances (each, a "Working Capital Advance" and collectively, the "Working Capital Advances") on a Business Day from revolving basis up to the Closing Date untilprincipal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) (the "Working Capital LOC Commitment"). Each Working Capital Advance: (1) may be repaid and reborrowed in accordance with the provisions hereof; (2) shall not exceed in principal amount, but (as to borrowings and reborrowings) not includingtogether with the then aggregate outstanding principal amount of all other Working Capital Advances made by the Bank at any time outstanding, the Revolving Credit Termination Working Capital LOC Commitment ; and (3) shall mature and be payable on the Maturity Date; provided. Of the currently outstanding principal balance of the Original Indebtedness, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan $4,000,000.00 shall be made which has an Interest Period that extends beyond deemed to have been disbursed under the Stated Termination Date and Working Capital LOC. (zd) each Revolving Loan that is a Eurodollar Rate Loan may, subject to A commercial mortgage loan in the provisions original principal amount of Section 2.8, be repaid only on THREE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($3,200,000.00) (the last day "Makai Land Loan"). Of the currently outstanding principal balance of the Interest Period with respect thereto unless such payment is accompanied by Original Indebtedness, $3,200,000.00 shall be deemed to be the additional paymentMakai Land Loan. (e) A commercial mortgage loan in the original principal amount of FOUR MILLION SIX HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($4,620,000.00) (the "Puueo Land Loan"). Of the currently outstanding principal balance of the Original Indebtedness, if any$4,620,000.00 shall be deemed to be the Puueo Land Loan. (f) A commercial mortgage loan in the original principal amount of FOUR MILLION SIX HUNDRED TWENTY-THREE THOUSAND FOUR HUNDRED EIGHT AND NO/100 DOLLARS ($4,623,408.00) (the "Other Land Loan"). Of the currently outstanding principal balance of the Original Indebtedness, required by Section 5.4$4,623,408.00 shall be deemed to be the Other Land Loan. The Construction LOC, the Mauka Land Loan, the Working Capital LOC, the Makai Land Loan, the Puueo Land Loan, and the Other Land Loan are hereinafter collectively referred to as the "Facilities" and, as the context requires, each may be referred to as a "Facility". The total maximum outstanding balances under the Facilities shall not exceed in the aggregate, at any one time $31,443,408.00 (the "Total Commitment").

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facility, the Revolving Facility, the Swingline Facility and the Incremental Facility, as set forth below: (a) Loans under the Term Facility (each a “Term Loan” and, collectively, the “Term Loans”) (i) shall be made pursuant to a single borrowing on the Closing Date and (ii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender. Once repaid, Term Loans borrowed on the Closing Date may not be reborrowed. (b) Loans under the Revolving Credit Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made at any time and from time to time from on or after the Closing Date until and prior to the Revolving Credit Termination Date on a pro rata basis Facility Final Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the total borrowing requested by the Borrower on any day determined by product of (x) such Lender's Applicable Commitment ’s Revolving Percentage up to but not exceeding and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Credit Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrower shall repay in full each Swingline Loan on the earlier to occur of (1) the date five (5) Business Days after such Swingline Loan is made and (2) the Swingline Expiry Date; provided, however, that the Lenders will Borrower shall not be required request, and the Swingline Lender shall have no obligation not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any such Advance (i) so long as Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default has occurred exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) if the Agent has accelerated the maturity waiver of any of the Notes as a result of an such Default or Event of Default; provided further, however, that immediately after giving effect to each such AdvanceDefault in accordance with this Agreement. Also, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings Swingline Lender shall not exceed have any obligation to make any Swingline Loan in 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 Revolving Loan that event there is a Eurodollar Rate Loan shall be made which Defaulting Lender (unless the Swingline Exposure of such Defaulting Lender 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 the provisions of been reallocated or cash collateralized in accordance with Section 2.8, 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 5.42.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender Bank severally agrees to continue and/or make Advances loans (each a "Loan" and, collectively, the "Loans") to the Borrower respective Borrowers, which Loans shall be drawn to the extent such Bank has a commitment under such Facility, under the A Term Facility, the B Term Facility and the Revolving Facility, as set forth below: (a) Loans under the A Term Facility (each an "A Term Loan" and, collectively, the "A Term Loans") (i) shall be continued outstanding by the Company on the Restatement Effective Date pursuant to a single Borrowing participated in by each Bank with an A Term Commitment in the amount of such Commitment and (ii) except as hereinafter provided, may, at the option of the Company, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type. Once repaid, A Term Loans may not be reborrowed. (b) Loans under the B Term Facility (each a "B Term Loan" and collectively, the "B Term Loans"): (i) may be incurred by EMI (x) on and after the Restatement Effective Date and prior to the B Term Termination Date and (y) to the extent the Total B Term Commitment remains available, on the Plan Confirmation Date; (ii) except as hereinafter provided, may, at the option of EMI, be incurred and maintained as, and/or converted into Base Rate Loans or Eurodollar Loans, provided that (x) all B Term Loans outstanding on the Restatement Effective Date shall be continued outstanding pursuant to a single Borrowing participated in by all Banks with a B Term Commitment pro rata among same in an aggregate amount equal to the outstanding principal amount of such B Term Loans and (y) all Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type; and (iii) shall not exceed for any Bank at the time of incurrence thereof in aggregate principal amount the B Term Commitment, if any, of such Bank as in effect on such date. Once repaid, B Term Loans may not be reborrowed. (c) Loans under the Revolving Credit Facility (each a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred only by the Company; (ii) may be made at any time and from time to time from on and after the Closing Restatement Effective Date until and prior to the Maturity Date; (iii) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Revolving Credit Termination Loans outstanding on the Restatement Effective Date on shall be continued outstanding pursuant to a single Borrowing participated in by all Banks with a Revolving Commitment pro rata basis as among same in an aggregate amount equal 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 outstanding principal amount of such Lender, provided, however, that the Lenders will not be required Revolving Loans and shall have no obligation to make any such Advance (iy) so long all Loans made as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any part of the Notes as a result same Borrowing shall, unless otherwise specifically provided herein, consist of an Event Loans of Defaultthe same Type; provided further(iv) may be repaid and be reborrowed in accordance with the provisions hereof; and (v) shall not exceed for any Bank, however, that immediately after giving effect to each any borrowing thereof and the use of the proceeds of such Advanceborrowing, the that aggregate principal amount which, when combined with such Bank's RF Percentage of Revolving Credit Outstandings plus the Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within at such limitstime, the Borrower may borrow, repay and reborrow under equals 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions Commitment 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 additional payment, if any, required by Section 5.4Bank at such time.

Commitment. Subject to the terms and conditions of set forth in this Credit Agreement, each Lender of the Banks severally agrees to make Advances lend to the Borrower under Borrowers and the Revolving Credit Facility Borrowers may borrow, repay, and reborrow from time to time from between the Closing Date until and the Revolving Credit Termination Loan Maturity Date on a pro rata basis as upon notice by the applicable Borrower to the total borrowing 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 an Optional Currency, as are 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 the Lenders will not be required and shall have no obligation to make any such Advance a maximum aggregate amount outstanding (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each all amounts requested) at any one time equal to such AdvanceBank's Commitment minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount, all Unpaid Reimbursement Obligations and Bankers' Acceptances then outstanding, provided that the principal sum of the outstanding amount of the Revolving Credit Outstandings Loans (after giving effect to all amounts requested) plus Letter the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the aggregate amount of Credit Outstandings Bankers' Acceptances then outstanding shall not at any time exceed the Total Commitment. The 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 DateLoans 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 (y) 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 (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 Credit Loan hereunder shall constitute a representation and warranty by the requesting Borrower that is a Eurodollar the conditions set forth in Section 12 and Section 13, in the case of the initial Revolving Credit Loans to be made on the Closing 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 made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar denominated in Dollars. Each Eurocurrency Rate Loan mayshall be denominated in Dollars, or, subject to the provisions of Section 2.82.9 hereof, 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 5.4in an Optional Currency.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower Borrowers, on a joint and several basis, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Tranche B Term Facility, the Tranche C Term Facility, the Revolving Facility and the Swingline Facility, as set forth below: (a) Loans under the Tranche B Term Facility (each a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) were made pursuant to a single borrowing on the First Restatement Effective Date. Once repaid, Tranche B Term Loans may not be reborrowed. (b) Loans under the Revolving Credit Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made, subject to the last sentence of this Section 1.1(b), at any time and from time to time from on and after the Closing First Restatement Effective Date until and prior to the Revolving Credit Termination Date on a pro rata basis Facility Final Maturity Date, (ii) except as hereinafter provided, may, at the option of either Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the total borrowing requested by the Borrower on any day determined by product of (x) such Lender's Applicable Commitment ’s Revolving Percentage up to but not exceeding and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Credit Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, providedin its individual capacity, howeveragrees, that at any time and from time to time after the Lenders will not be required First Restatement Effective Date and shall have no obligation prior to the Swingline Expiry Date, to make any such Advance a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to either Borrower, which Swingline Loans (i) so long shall be made and maintained as ABR Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect and (iv) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either Borrower or any Lender stating that a Default or an Event of Default has occurred exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) if the Agent waiver of such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not have any obligation to make any Swingline Loan in the event a Lender Default exists unless the Swingline Lender has accelerated entered into arrangements satisfactory to it and the maturity of Borrowers to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s or Lenders’ obligations to fund Mandatory Borrowings, including by collateralizing such Defaulting Lender’s or Lenders’ Revolving Percentages of the Notes Swingline Loans outstanding from time to time. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.5), in which case a Borrowing of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Commitment pro rata based on each of such Lender’s Revolving Percentages and the proceeds thereof shall be applied directly to the Swingline Lender to repay such outstanding Swingline Loans. Each Lender with a Revolving Loan Commitment hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 1.2, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) the date of such Mandatory Borrowing and (iv) any reduction in the Total Revolving Commitment after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of an Event the commencement of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow a proceeding under the Bankruptcy Code in respect of either Borrower), each Lender with a Revolving Credit Facility on a Business Day Commitment hereby agrees that it shall forthwith purchase from the Closing Date untilSwingline Lender (without recourse or warranty), but (by assignment, such outstanding Swingline Loans 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 necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages, provided that all interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective purchase is made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan mayand, subject to the extent attributable to such purchase, shall be payable to such Lender purchasing same from and after such date of purchase. Each Lender’s obligations pursuant to the preceding sentence shall be absolute and unconditional. Notwithstanding the foregoing provisions of this Section 2.81.1(c), there shall be repaid only no Swingline Loans outstanding on the last day of any calendar quarter. (d) Loans under the Interest Period with respect thereto unless such payment is accompanied by Tranche C Term Facility (each a “Tranche C Term Loan” and, collectively, the additional payment“Tranche C Term Loans”) shall be made pursuant to a single borrowing on the First Amendment Effective Date. Once repaid, if any, required by Section 5.4Tranche C Term Loans may not be reborrowed.

Commitment. Subject (a) Each Incremental Revolving Loan Lender hereby severally agrees to commit to provide its respective Incremental Revolving Commitments as set forth on Schedule A annexed hereto and to make its Incremental Revolving Loans, on the terms and subject to the conditions set forth herein. (b) By executing and delivering this Agreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, each Lender severally agrees the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make Advances its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan ▇▇▇▇▇▇ agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the Borrower under Administrative Agent, as the Revolving Credit Facility 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 case may be, by the Borrower on any day determined terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (iv) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the obligations which by such Lender's Applicable Commitment Percentage up the terms of this Agreement and the Credit Agreement it is required 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 perform as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4Lender.

Commitment. Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the LC Availability Termination Date, to issue, increase, or extend the expiration date of Letters of Credit denominated in 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 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 Termination Date on a pro rata basis as and any LC Disbursements thereunder; provided that, after giving effect to any LC Credit Extension with respect to any Letter of Credit, (A) the total borrowing requested 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 hereof, the 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 any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment 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 such Lender, provided, however, the Non-Extended Revolving Commitments on the Revolving Maturity Date; provided further that any reallocation that would be required pursuant to the Lenders will foregoing proviso shall not be required and shall have no obligation to make any such Advance (i) effected for so long as a Default (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 has shall have occurred and be continuing. No Letter of Credit will be issued, increased or extended unless: (i) such Letter of Credit has an expiration date not later than the earlier of (A) five (5) Business Days prior to the Extended Revolving Maturity Date and (B) one (1) year from the issuance thereof (or, in the case of an extension, one (1) year from the extension thereof); provided that any such Letter of Credit with a one-year tenor may expressly provide that it is continuing renewable at the option of the applicable Issuing Bank for additional one-year periods (which shall in no event extend beyond the Extended Revolving Maturity Date), so long as such Letter of Credit is subject to a right of the applicable Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary of such Letter of Credit at least thirty (30) days in advance of such renewal; provided further that no Letter of Credit will be issued, increased or extended if the expiration date of any such requested Letter of Credit would occur after the Revolving Maturity Date and, at the time of such issuance, increase or extension, the amount of such requested Letter of Credit, together with the amounts of all other outstanding Letters of Credit with expiration dates occurring after the Revolving Maturity Date, would exceed the aggregate Extended Revolving Commitments; (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed is in form and substance acceptable to the Total Revolving applicable Issuing Bank in its reasonable discretion; and (iii) the Borrower, and if such Letter of Credit Commitment. Within such limitsis for the account of the Parent or any other Subsidiary, the Borrower may borrowParent or such other Subsidiary, 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 delivered to the provisions applicable Issuing Bank a completed and executed Letter of Section 2.8, be repaid only on the last day Credit Application and a completed Letter of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4Credit Request.

Commitment. (a) Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender Bank severally agrees to make Advances to a revolving credit loan or loans (each a "Revolving Credit Loan" and, collectively with all other Loans (including the Borrower Swing Line Loans and the Competitive Bid Loans), the "Loans") under the Facility to Borrower, which Revolving Credit Facility Loans (i) shall be made at any time and from time to time from on and after the Closing Initial Borrowing Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by Maturity Date, (ii) except as hereinafter provided, may, at the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment option of such LenderBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided, however, that all Revolving Credit Loans made as part of the Lenders will same Borrowing shall, unless otherwise specifically provided herein, consist of Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) together with all other Loans and all Letter of Credit Outstandings, shall not exceed in the aggregate for all Banks at any time outstanding, the Total Commitment and (v) shall not exceed for any Bank at any time outstanding the aggregate principal amount which, when combined with the aggregate outstanding principal amount of all other Loans (excluding Competitive Bid Loans) of such Bank and with such Bank's Adjusted Percentage of the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the 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 Loans. (i) Subject to and upon the terms and conditions herein set forth, the Swing Line Bank hereby severally agrees to make a loan or loans (the "Swing Line Loans") under the Facility to Borrower, which Swing Line Loan shall be subject to the terms contained in paragraph (a) of this Section 1.01, but shall not be required subject to the Minimum Borrowing Amount requirements. All Swing Line Loans, in the aggregate, shall not exceed the total Swing Line Commitment, and shall be held by the Swing Line Bank, subject to subparagraph (b)(ii). Borrowings under the Swing Line Loan may be repaid and reborrowed in accordance with the provisions hereof. Except as otherwise set forth herein, any Loans or Borrowings made under the Swing Line Commitment shall count as a Loan for all purposes hereunder (except for the calculation of the Fees payable under Section 3.01(a) hereof), and, specifically, such Loans or Borrowings shall reduce the amount available to Borrower under the Total Commitment, provided, such Loans or Borrowings shall not reduce the Available Unutilized Commitment of the Swing Line Bank. The total amount of all Loans outstanding, including all Swing Line Loans, plus all Letter of Credit Outstandings shall never exceed the Total Commitment. (ii) At any time before or after a Default or Event of Default, the Swing Line Bank, in its sole and absolute discretion, may give notice to the Administrative Agent to request each Bank, including the Swing Line Bank, to make a Loan as a Base Rate Revolving Credit Loan in an amount equal to such Bank's Percentage times the outstanding principal balance of any Swing Line Loan outstanding on the date such notice is given; provided that the provision of this subsection shall not affect the obligation of the Borrower to prepay Swing Line Loans in accordance with the terms hereof. Unless the Commitments shall have no expired or terminated, each Bank shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Bank on the next Business Day following such request, in immediately available funds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loan. (iii) At any time before or after a Default or Event of Default, if the Commitments shall have expired or be terminated while any Swing Line Loan is outstanding, each Bank, at the sole option of the Swing Line Bank, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan as a Base Rate Loan which such Loan shall be deemed a Loan for all purposes of this Agreement and the other Credit Documents or (B) be deemed, without further action by any Person, to have purchased from the Swing Line Bank a participation in such Swing Line Loan in either case in an amount equal to such Bank's Percentage times the outstanding principal balance of such Swing Line Loan. The Administrative Agent shall notify each such Bank of the amount of such Revolving Credit Loan or participation and such Bank will transfer to the Administrative Agent for the account of the Swing Line Bank on the next Business Day following such notice, in immediately available funds, the amount of its Revolving Credit Loan or participation. (iv) If any such Bank shall not have so made its Revolving Credit Loans or its percentage participation available to the Administrative Agent pursuant to this Section 1.01(b), such Bank agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate on the date payment is to be made to the Administrative Agent. Whenever, at any time after the Administrative Agent has received from any Bank such Revolving Credit Loan or participating interest in a Swing Line Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Bank its Percentage in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's Percentage interest was outstanding and funded) which payment shall be subject to repayment by such Bank if such payment received by the Administrative Agent is required to be returned. Each Bank's obligation to make the Revolving Credit Loans or purchase such participating interests pursuant to this Section 1.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Advance Bank or any other Person may have against the Swing Line Bank, the Administrative Agent or any other Person for any reason whatsoever; (iB) so long as the occurrence or continuance of a Default or an Event of Default has occurred and is continuing or the termination of Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by the Borrower or any other Bank; or (iiE) if the Agent has accelerated the maturity of any other circumstance, happening or event whatsoever, whether or not similar to any of the Notes foregoing. Each Swing Line Loan, once so participated by any Bank, shall cease to be a Swing Line Loan with respect to that amount for purposes of this Agreement but shall continue to be a Revolving Credit Loan and be evidenced by such Bank's Note. (c) No Bank shall be committed to make a Competitive Bid Loan, and any such Loan shall be made pursuant to the procedures and agreements set forth in Section 1.03(c). Except as otherwise set forth herein, Competitive Bid Loans, if made, shall count as a result Loan for all purposes (except for calculation of an Event the Fees payable under Section 3.01(a) hereof and the limitation of Default; provided furtherany Bank's aggregate Loans outstanding under its Commitment). Specifically, howeversuch Loans or Borrowings shall reduce the amount available to Borrower under the Total Commitment (except for calculation of the Fees due under Section 3.01(a)), that immediately after giving effect to each provided, such Advance, Loans or Borrowings shall not reduce the principal Available Unutilized Commitment of any Bank making such Loans. The total amount of Revolving all Loans outstanding, including all Competitive Bid Loans, plus all Letter of Credit Outstandings plus Outstandings, shall never exceed the Total Commitment. (d) In no event shall the total of all Loans and Letter of Credit Outstandings shall not hereunder 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.

Commitment. Subject to the terms and conditions of this AgreementAgreement (including without limitation Section 2.3 hereof), each Revolving Credit Lender severally and for itself alone agrees to make Advances to the Borrower under of the Revolving Credit Facility in any one or more of the Permitted Currencies to any of the Borrowers from time to time on any Business Day during the period from the Closing Restatement Date until (but excluding) the Revolving Credit Termination Maturity Date in an aggregate amount, based on a pro rata basis the Dollar Amount of any Revolving Credit Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to exceed at any one time outstanding such Revolving Credit Lender’s Revolving Credit Percentage. Except as provided in Section 2.12 hereof, for purposes of this Agreement, Revolving Credit Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the total borrowing requested by terms and conditions set forth herein, advances, repayments and readvances may be made under the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding Revolving Credit. Advances of the Revolving Credit Commitment shall be subject to the following additional conditions and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder until (i) so long as it has become a Default party to this Agreement, either by execution and delivery of this Agreement, or an Event by execution and delivery of Default has occurred and is continuing or a Permitted Borrower Addendum to this Agreement, (ii) if it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, and (iii) in the case of each Permitted Borrower, Company has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those Equity Interests issued by such Permitted Borrower and owned (directly or indirectly) by Company by authority documents, legal opinions and other supporting documents as reasonably required by Agent has accelerated and the maturity Required Revolving Credit Lenders hereunder; (b) No Subsidiary which is a Permitted Borrower as of the Restatement Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Restatement Date shall be entitled to request or maintain (or, in the case of any Eurocurrency-based Advance, maintain beyond any applicable Interest Period then in effect) an Advance of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus or the Swing Line or the issuance of a Letter of Credit 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 hereunder if it ceases to be 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions Wholly Owned Subsidiary 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 additional payment, if any, required by Section 5.4Company.

Commitment. Subject to In connection with the terms and conditions of this Agreementforegoing, each Lender severally agrees of Centerbridge, Oaktree, Oak Hill and JPM is pleased to make Advances advise you of (a) its several, and not joint, commitment to the Borrower under the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment provide, respectively, $515.0 million, $80.0 million, $40.0 million and $30.0 million, respectively, 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter the Term Facility, and (b) its several, and not joint, commitment to provide, respectively, $27.1 million, $4.2 million, $2.1 million and $1.6 million, respectively, of Credit Outstandings the principal amount of the Extended Term Loan Commitments (as defined below), in each upon the terms and subject solely to the conditions set forth in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”; the commitments in respect of the Term Facility and the Extended Term Loan Commitments, the “Commitments”; and the Commitment Parties holding a majority of the principal amount of the Commitments as of the date hereof, the “Majority Commitment Parties”); provided that, notwithstanding anything to the contrary in this Commitment Letter, to the extent there are any Remaining Commitments, the commitments in clause (a) above to provide the Term Facility shall instead transition to a commitment to provide an Incremental Facility in an aggregate amount not to exceed the Total Revolving Credit CommitmentRemaining Commitments through the Outside Date, subject solely to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet). Within such limitsIn addition to the Remaining Commitments, the Borrower may borrowcommitments of the Commitment Parties described in clause (b) above (such commitments, repay and reborrow under the Revolving Credit “Extended Term Loan Commitments”) shall constitute a several, but not joint, commitment of each Commitment Party to provide an Incremental Facility on in a Business Day from principal amount not to exceed its Extended Term Loan Commitments, subject solely to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet); provided that, the Extended Term Loan Commitments shall automatically expire to the extent not funded no later than 120 days after the Closing 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4.

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, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until the Revolving LC Availability Termination Date, to issue, increase, or extend the expiration date of Letters of Credit Termination Date on a pro rata basis as to (any such issuance, increase, or extension, an “Issuance Event”) denominated in Dollars or in one or more Alternative Currencies for the total borrowing requested by account of the Borrower on or any day determined by Guarantor (in which case the Borrower and such Lender's Applicable Commitment Percentage up Guarantor shall be co-applicants with respect to but not exceeding the Revolving Credit Commitment such Letter of such LenderCredit), providedin accordance with subsection (b) below, 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated Lenders severally agree to participate in Letters of Credit issued for the maturity of any account of the Notes as a result of an Event of DefaultBorrower or any Guarantor and any drawings thereunder; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving any LC Credit Outstandings plus Extension with respect to any Letter of Credit Outstandings Credit, (A) the Revolving Outstanding Amount shall not exceed the Total 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 such the foregoing 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions terms and conditions hereof, the Borrower’s ability to obtain Letters of Section 2.8Credit shall be fully revolving, be repaid only on and accordingly the last day 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 Interest Period 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 will be issued, increased or extended unless: (i) after giving effect to such Issuance Event the Revolving Outstanding Amount would not exceed the aggregate Revolving Commitments of all Lenders at the time of such proposed Issuance Event; (ii) after giving effect to such Issuance Event the sum of (a) the Financial and Documentary LC Exposure plus (b) the outstanding amount of the Revolving Advances would not exceed the Revolving Sublimit; (iii) such Letter of Credit has an expiration date not later than five Business Days prior to the scheduled Maturity Date and not later than one-year from the issuance thereof; provided that, any such Letter of Credit with respect thereto unless a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the scheduled Maturity Date), provided that such payment Letter of Credit is accompanied cancelable upon at least 30 days’ notice given by the additional paymentIssuing Bank to the beneficiary of such Letter of Credit; (iv) such Letter of Credit is in form and substance acceptable to the Issuing Bank in its reasonable discretion; and (v) the Borrower, and if such Letter of Credit is for the account of a Guarantor, such Guarantor, has delivered to the Issuing Bank a completed and executed Letter of Credit Application and a completed Letter of Credit Request; provide that, if anythe terms of any Letter of Credit Application conflicts with the terms of this Agreement, required by Section 5.4the terms of this Agreement shall control.

Commitment. Subject to the terms and conditions of this Agreement, ---------- each Lender severally agrees to make Advances of Revolving Loans to the Borrower under the Revolving Credit Facility 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 such Advance (i) so long as a Default or an Event of Default has occurred and is continuing 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) has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such -------- ------- Advance, 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 limitslimits and subject to the other terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility hereunder, 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 (yx) 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 (zy) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.82.08, 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 5.4.------- 4.05. ----

Commitment. Subject (a) During the Term of this Letter Agreement, subject to the terms and conditions set forth herein, ▇▇▇▇▇▇ ▇▇▇ shall accept the sale and delivery of, and shall purchase, mortgage loans and pools of mortgage loans from PHH pursuant to the terms and conditions of the Early Funding Agreements, provided that ▇▇▇▇▇▇ Mae shall not be committed to purchase mortgage loans or pools of mortgage loans from PHH during the Term to the extent that, after giving effect to the purchase thereof, the aggregate unpaid principal balance of mortgage loans and pools of mortgage loans considered to be Pending (as defined below) for all Early Funding Agreements would exceed $500 million ($500,000,000.00) as of any given day. ▇▇▇▇▇▇ Mae’s commitment to purchase loans from PHH pursuant to the terms of this Letter Agreement shall be referred to herein as the “Commitment”. (b) For purposes of this Letter Agreement, each Lender severally agrees to make Advances mortgage loans and pools of mortgage loans that have been purchased by ▇▇▇▇▇▇ Mae under the Early Funding Agreements, but pursuant to the Borrower terms thereof the transaction has not been completed (i.e., either (i) for a transaction under the Revolving Credit Facility from time ASAP Plus Agreements (as defined in the Pricing Terms Letter), the mortgage loans have not been repurchased by PHH and redelivered to time ▇▇▇▇▇▇ ▇▇▇ into a whole loan commitment, or (ii) for a transaction under the ASAP Sale Agreements (as defined in the Pricing Terms Letter), the mortgage-backed securities to be created from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as PHH Mortgage Corporation Committed Purchase Facility for Early Funding December 14, 2014 pool of mortgages purchased by ▇▇▇▇▇▇ Mae have not been delivered to the total borrowing requested identified forward trade counterparty) will be referred to as “Pending.” (c) During the Term of this Letter Agreement, ▇▇▇▇▇▇ Mae’s purchases of mortgage loans and pools of mortgage loans from PHH under the Early Funding Agreements shall be at the pricing levels set forth in the Pricing Terms Letter. (d) For the avoidance of doubt, this Letter Agreement is intended to create a binding commitment by ▇▇▇▇▇▇ Mae to purchase mortgage loans and pools of mortgage loans from PHH pursuant to the Borrower on terms of the Early Funding Agreements, and as such, any day determined provisions in the Early Funding Agreements that relate to: (i) an Early Funding Agreement not being construed as conferring the right to PHH to deliver mortgage loans or pools of mortgage loans to ▇▇▇▇▇▇ ▇▇▇ or an obligation of ▇▇▇▇▇▇ Mae to accept such deliveries; (ii) an Early Funding Agreement not being a commitment of funds to PHH; or (iii) the ability of either party to terminate or cancel an Early Funding Agreement at any time in the absence of a Termination Event or an Event of Default, as applicable, under such Early Funding Agreement; shall be superseded by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lenderthis Letter Agreement, provided, however, that except as set forth above, this Letter Agreement does not otherwise modify the Lenders will not be required terms and shall have no obligation provisions of the Early Funding Agreements, including, without limitation, the procedures, and requirements of the initiation or completion of the delivery and sale of mortgage loans and pools of mortgage loans pursuant to make any such Advance (i) so long as a Default the Early Funding Agreements or the ability of either party to declare an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Termination Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Early Funding Agreements 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 Stated Termination Date exercise any rights and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4remedies arising therefrom.

Commitment. (a) Subject to and upon the terms and conditions of this Agreementset forth herein, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility make, at any time and from time to time from on and after the Closing Restatement Effective Date until and prior to the Final Maturity Date, one or more additional loans (the "Revolving Credit Termination Date Loans" and each a "Revolving Loan") to one or more of the Borrowers (on a pro rata basis several basis), which Revolving Loans: (i) may be made and maintained in such Approved Currency as to the total borrowing is requested by the applicable Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding (except in the Revolving Credit Commitment case of such LenderBase Rate Loans, provided, however, that the Lenders will not which shall only be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or Dollar-denominated); (ii) if may be repaid and reborrowed in accordance with the Agent has accelerated provisions hereof; (iii) except as hereinafter provided, may, at the maturity option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the Notes same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; (iv) shall not, in the case of Revolving Loans denominated in Primary Alternate Currencies, exceed $200,000,000 in aggregate Principal Amount at any time outstanding for all such Revolving Loans; and (v) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, (I) on the Restatement Effective Date, the Existing Competitive Bid Loans made by each Existing Lender to any Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall be continued, and shall remain outstanding, as Borrowings of Loans hereunder to such Borrower and (II) each Lender severally agrees that one or more Borrowers may, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, (on a result of an Event of Default; several basis) incur a loan or loans (together with the Existing Competitive Bid Loans continued pursuant to clause (I) above, the "Competitive Bid Loans" and each, a "Competitive Bid Loan") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Restatement Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided further, however, that immediately after giving effect to each such Advanceany Competitive Bid Borrowing and the use of the proceeds thereof, the principal amount aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Credit Outstandings plus Letter of Credit Outstandings Loans, shall not exceed the Total Revolving Credit Commitment. Within Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. Subject (a) Each Incremental Revolving Loan Lender hereby commits, severally and not jointly, to provide its respective First Incremental Revolving Commitments as set forth on Schedule A annexed hereto and to make First Incremental Revolving Loans, on the terms and subject to the conditions set forth herein and in the Credit Agreement. (b) By executing and delivering this Agreement, each Incremental Revolving Loan Lender shall be deemed to confirm to and agree with the other parties signatory hereto as follows: (i) such Incremental Revolving Loan Lender has full power and authority, and has taken all action necessary, to execute and deliver this Agreement; (ii) such Incremental Revolving Loan Lender confirms that it has received a copy of this Agreement, each Lender severally agrees the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make Advances its own credit analysis and decision to enter into this Agreement and the Credit Agreement, as applicable, and that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type; (iii) such Incremental Revolving Loan Lender agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any Additional Other Representative (as defined below) and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement or the Credit Agreement; (iv) such Incremental Revolving Loan Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Credit Agreement and the other Loan Documents as are delegated to the Borrower under Administrative Agent, as the Revolving Credit Facility 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 case may be, by the Borrower on any day determined terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (v) such Incremental Revolving Loan Lender agrees that it will perform in accordance with their terms all of the obligations which by such Lender's Applicable Commitment Percentage up the terms of this Agreement and the Credit Agreement it is required 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 perform as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4Lender.

Commitment. Subject The Investor hereby commits, subject to the terms and conditions set forth herein, that at or prior to the Closing, the Investor shall purchase, or cause the purchase of, the percentage amount of this the total shares of common stock of Parent set forth opposite the Investor’s name in column 2 (Percentage) of Schedule A attached hereto for the amount of cash set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto (the aggregate amount paid by the Investor, the “Commitment”, and the aggregate amount paid by all the Investors, the “Commitments”), which amount shall be used by Parent, together with the cash funds provided pursuant to the other equity commitment letters (the “Cash Commitments”, and the shares of Common Stock, Company Options and Company RSU Awards to be contributed to Parent by the Rollover Investors pursuant to the Rollover Contribution Agreements, the “Company Equity Commitments”) contemplated by the Merger Agreement and executed concurrently herewith (such other Cash Commitments and Company Equity Commitments, the “Other Equity Commitments”), solely for the purpose of allowing Parent to fund, to the extent necessary, a portion of the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, each Lender severally agrees to make Advances on the terms and subject to the Borrower under conditions of the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment Merger Agreement, and related costs and expenses of such Lender, Parent; provided, however, that the Lenders will Investor shall not, under any circumstances, be obligated to contribute to Parent at any time more than the amount of the Commitment set forth opposite its name in column 3 (Total Commitment) of Schedule A attached hereto; provided, further, that the aggregate amount of liability of the Investor under this letter agreement shall at no time exceed the aggregate amount set forth opposite the name of the Investor in column 3 (Total Commitment) in Schedule A attached hereto. The Investor may effect the purchase of shares of common stock of Parent directly or indirectly through one or more affiliated entities; provided, that no such action shall reduce the amount of the Investor’s Commitment or otherwise affect the obligations of the Investor under this letter agreement. The amount of the Commitments to be funded under this letter agreement may not be required reduced without the prior written consent of the Investor. Without limiting the foregoing, if Parent does not require all of the Commitments and shall have no obligation the Other Equity Commitments in order to make pay the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement (and any related costs and expenses), any such Advance reduction in equity financing shall be applied pro rata among the Commitments (iif consented to by the Investor) so long as a Default or an Event and the Other Equity Commitments based on the amount of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after each respective commitment prior to giving effect to each any such Advancereduction. For the avoidance of doubt, the principal amount Commitment is payable only at the Closing upon written notice from Parent to the Investor of Revolving Credit Outstandings plus Letter the satisfaction of Credit Outstandings the conditions set forth in Section 2(a) hereof (such conditions, the “Conditions,” and such notice the “Parent Notice”) and only for the uses described above, and the Commitment shall not exceed be payable at any other time, under any other circumstance or for any other purpose. Parent may direct the Total Revolving Credit Commitment. Within Investor to pay the Commitment to a parent entity of Parent; provided that such limits, parent entity has agreed in writing that it will pay the Borrower may borrow, repay and reborrow under Commitment to Parent immediately upon the Revolving Credit Facility on a Business Day from the Closing Date until, but receipt of such payment (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 which agreement shall be 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 reasonably satisfactory to the provisions of Section 2.8, Company and shall not be repaid only on amended without the last day approval of the Interest Period with respect thereto unless such payment is accompanied by Company). Parent hereby agrees to deliver the additional payment, if any, required by Section 5.4Parent Notice promptly (and in any event within one (1) calendar day) following the satisfaction of the Conditions.

Commitment. (a) Subject to the terms and conditions of this Agreement, each Lender severally shall participate, to the extent hereinafter provided, in making Loans to Borrower, participating in Loans made by the Agent and issuing, amending or renewing or participating in Letters of Credit at the request of Borrower, in such aggregate amount as Borrower shall request pursuant to the Commitment; provided that in no event shall the Revolving Credit Exposure exceed the Total Commitment Amount. (b) Each Lender, for itself and not one for any other, agrees to make Advances Loans, participate in Swing Loans made by the Agent and to participate in Letters of Credit issued, amended or renewed by the LC Issuer hereunder during the Commitment Period on such basis that, (i) subject to the proviso in Section 2.12(a) hereof, immediately after the completion of any borrowing by Borrower under or issuance, amendment or renewal of a Letter of Credit hereunder, the Dollar Equivalent of the aggregate outstanding principal amount on the Notes (other than the Swing Line Note) issued to such Lender, when combined with such Lender’s pro rata share of the Letter of Credit Exposure, shall not be in excess of such Lender’s Revolving Credit Facility from time Commitment, and (ii) such Dollar Equivalent of the aggregate principal amount outstanding on the Notes (other than the Swing Line Note) issued to time from such Lender shall represent that percentage of the Closing Date until Dollar Equivalent of the Revolving Credit Termination Date aggregate outstanding principal amount on all Notes (including the Notes held by such Lender) that is such Lender’s Commitment Percentage. (c) Each borrowing (other than Swing Loans, which shall be risk participated 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 basis) from the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan hereunder shall be 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 pro rata according to 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 additional payment, if any, required by Section 5.4respective Commitment Percentages.

Commitment. Subject to the terms and conditions The obligations of this Agreement, each Lender severally agrees any Bank to make Advances to the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date Loans hereunder shall cease at 5:01 p.m. (New York City time) 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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. For the avoidance of doubt, (i) no Bank shall have any obligation to become an Applicable Tranche Swingline Bank and make Swingline Loans, (ii) 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 5:01 p.m. (New York City time) on the Revolving Credit 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; providedprovided that (x) nothing herein shall constitute a commitment by any Funding Affiliate to fund any Loan, however, that and (y) no Revolving Loan that is if a Eurodollar Rate Loan Funding Affiliate fails to make all or any part of such Loan, the Funding Affiliate Bank shall be made 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) no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which has an Interest Period that extends beyond the Stated Termination Date a Bank would be liable, and (zc) each Revolving the Funding Affiliate Bank shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan that is Document, remain the lender of record hereunder. The making of a Eurodollar Rate Loan may, subject by a Funding Affiliate hereunder shall utilize the Applicable Tranche Commitment of the Funding Affiliate Bank to the provisions of Section 2.8same extent, be repaid only on the last day of the Interest Period with respect thereto unless and as if, such payment is accompanied Loan were made by the additional payment, if any, required by Section 5.4such Funding Affiliate Bank.

Commitment. Subject (i) At any time during the Revolving Period at least two Business Days in the case of a Loan that is not a Wet Funded Loan, or at least one Business Day, in the case of a Wet Funded Loan, prior to a proposed Transfer Date, to the extent that the aggregate outstanding Note Principal Balance (after giving effect to the proposed purchase) is less than the Maximum Note Principal Balance, and subject to the terms and conditions hereof and in accordance with the other Basic Documents, the Issuer may request that the Purchasers purchase Additional Note Principal Balances (each such request, a "Purchase Request"). Each Purchase Request shall identify the proposed Transfer Date, an estimate of the number of Loans and aggregate Principal Balance of the Loans that will be purchased by the Issuer on such Transfer Date. On the identified Transfer Date, the Committed Purchaser agrees to purchase the Additional Note Principal Balance requested in the Purchase Request, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Basic Documents; provided however, that the portion of such Additional Note Principal Balance required to be purchased by the Committed Purchaser shall be reduced by the amount of such Additional Note Principal Balance that the Conduit Purchaser purchases pursuant to Section 2.01(a)(ii). (ii) In the event that the Conduit Purchaser elects, in its sole discretion, to purchase any Additional Note Principal Balance with respect to any Purchase Request hereunder, the Conduit Purchaser shall purchase such related Additional Note Principal Balance hereunder and the amount of Additional Note Principal Balance to be purchased by the Committed Purchaser shall be reduced by such amount. (i) Notwithstanding any other provision of this Note Purchase Agreement, each Lender severally agrees and in order to make Advances reduce the number of fund transfers among the parties hereto, the Issuer, the Noteholder Agent and the Purchasers agree that the Noteholder Agent may (but shall not be obligated to), and the Issuer and the Purchasers hereby irrevocably authorize the Noteholder Agent to fund, on behalf of the Borrower under the Revolving Credit Facility from time Purchasers, purchases of Additional Note Principal Balances pursuant 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 up to but not exceeding the Revolving Credit Commitment of such Lender, this Section 2.01; provided, however, that the Lenders Noteholder Agent shall in no event fund such purchase of Additional Note Principal Balances if the Noteholder Agent shall have determined that one or more of the conditions precedent contained in Section 3.01(a) will not be satisfied on the day of the proposed purchase of Additional Note Principal Balances. If the Issuer gives a Purchase Request requesting a purchase of Additional Note Principal Balances and the Noteholder Agent elects not to fund such proposed purchase of Additional Note Principal Balances on behalf of the Purchasers, then promptly after receipt of the Purchase Request requesting such purchase of Additional Note Principal Balances, the Noteholder Agent shall notify each Purchaser of the specifics contained in such Purchase Request and that it will not fund such Purchase Request on behalf of the Purchasers. If the Noteholder Agent notifies the Purchasers that it will not fund a requested purchase of Additional Note Principal Balances on behalf of the Purchasers, each Purchaser shall purchase its respective portion of the Additional Note Principal Balance pursuant to Section 2.01(a), by remitting the required funds to the Issuer pursuant to and in accordance with Section 3.01(b) hereof. If the Noteholder Agent elects to fund a requested purchase of Additional Note Principal Balances, the Noteholder Agent will remit the required funds for such Purchase Request to the Issuer pursuant to and in accordance with Section 3.01(b) hereof. (ii) If the Noteholder Agent has notified the Purchasers that the Noteholder Agent, on behalf of the Purchasers, will fund a particular purchase of Additional Note Principal Balances pursuant to Section 2.01(b)(i), the Noteholder Agent may assume that such Purchaser has made such amount available to the Noteholder Agent on such day and the Noteholder Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Issuer on such day. If the Noteholder Agent makes such corresponding amount available to the Issuer and such corresponding amount is not in fact made available to the Noteholder Agent by such Purchaser, the Noteholder Agent shall be entitled to recover such corresponding amount on demand from such Purchaser together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Noteholder Agent, at the Note Interest Rate. During the period in which such Purchaser has not paid such corresponding amount to the Noteholder Agent, notwithstanding anything to the contrary contained in this Note Purchase Agreement or any other Basic Document, the amount so advanced by the Noteholder Agent to the Issuer shall, for all purposes hereof, be a purchase of Additional Note Principal Balances made by the Noteholder Agent for its own account. Upon any such failure by a Purchaser to pay the Noteholder Agent, the Noteholder Agent shall promptly thereafter notify the Issuer of such failure and the Issuer shall immediately pay such corresponding amount to the Noteholder Agent for its own account. (iii) Nothing in this Section 2.01(b) shall be deemed to relieve the Committed Purchaser from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the Noteholder Agent or the Issuer may have against the Committed Purchaser as a result of any default by such Committed Purchaser hereunder. The Issuer shall have no obligation to make any such Advance (i) so long as a Default under or an Event arising out of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of this Section 2.8, 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 5.42.01(b).

Commitment. Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Advances available to the Borrower under revolving credit loans requested by the Revolving Credit Facility Borrower in Dollars ("LOANS") up to such Lender's Commitment from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis Date, or such earlier date as the Commitments shall have been terminated as provided herein for the purposes hereinafter set forth; PROVIDED, HOWEVER, that the sum of the aggregate principal amount of outstanding Loans shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000.00) (as such aggregate maximum amount may be reduced or increased from time to time as provided in Section 3.4, the total borrowing requested by the Borrower on any day determined by "COMMITTED AMOUNT"); PROVIDED, FURTHER, with regard to each Lender individually, 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings outstanding Loans shall not exceed the Total Revolving Credit such Lender's Commitment. Within such limitsLoans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may borrowrequest, repay and reborrow under may be repaid and reborrowed in accordance with the Revolving Credit Facility on a Business Day from the Closing Date untilprovisions hereof; PROVIDED, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, howeverHOWEVER, that (y) no Revolving Loan that is a more than 15 Eurodollar Rate Loan Loans shall be made which has an outstanding hereunder at any time. For purposes hereof, Eurodollar Loans with different Interest Period that extends beyond Periods shall be considered as separate Eurodollar Loans, even if they begin on the Stated Termination Date same date, although borrowings, extensions and (z) each Revolving Loan that is a Eurodollar Rate Loan conversions may, subject to in accordance with the provisions of Section 2.8hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Loans hereunder may be repaid only on and reborrowed in accordance with the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4provisions hereof.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facility, the Revolving Facility and the Swingline Facility, as set forth below: (a) Loans under the Term Facility (each a “Term Loan” and, collectively, the “Term Loans”) (i) shall be made pursuant to a single borrowing which shall be on the Effective Date and (ii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender. Once repaid, Term Loans borrowed hereunder may not be reborrowed. (b) Loans under the Revolving Credit Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made, subject to the last sentence of this Section 1.1(b), at any time and from time to time from on and after the Closing Effective Date until and prior to the Revolving Credit Termination Date on a pro rata basis Facility Final Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the total borrowing requested by the Borrower on any day determined by product of (x) such Lender's Applicable Commitment ’s Revolving Percentage up to but not exceeding and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Credit Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Revolving Loans may be borrowed on the Effective Date in an aggregate amount not to exceed $5,000,000. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, providedin its individual capacity, howeveragrees, that at any time and from time to time after the Lenders will not be required Effective Date and shall have no obligation prior to the Swingline Expiry Date, to make any such Advance a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) so long shall be made and maintained as ABR Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default has occurred exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) if the Agent waiver of such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not have any obligation to make any Swingline Loan in the event a Lender Default exists unless the Swingline Lender has accelerated entered into arrangements satisfactory to it and the maturity of Borrower to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s or Lenders’ obligations to fund Mandatory Borrowings, including by collateralizing such Defaulting Lender’s or Lenders’ Revolving Percentages of the Notes Swingline Loans outstanding from time to time. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.5), in which case a Borrowing of Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Commitment pro rata based on such Lender’s Revolving Percentages and the proceeds thereof shall be applied directly to the Swingline Lender to repay such outstanding Swingline Loans. Each Lender with a Revolving Loan Commitment hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 1.2, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) the date of such Mandatory Borrowing and (iv) any reduction in the Total Revolving Commitment after such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of an Event the commencement of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender with a Revolving Credit Facility on a Business Day Commitment hereby agrees that it shall forthwith purchase from the Closing Date untilSwingline Lender (without recourse or warranty), but (by assignment, such outstanding Swingline Loans 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 necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages, provided that all interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective purchase is made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan mayand, subject to the extent attributable to such purchase, shall be payable to such Lender purchasing same from and after such date of purchase. Each Lender’s obligations pursuant to the preceding sentence shall be absolute and unconditional. Notwithstanding the foregoing provisions of this Section 2.81.1(c), there shall be repaid only no Swingline Loans outstanding 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 5.4any calendar quarter.

Commitment. Subject (a) Lender shall extend to Debtor a secured term loan in the amount of Four Million Seven Hundred Thousand Dollars ($4,700,000.00), bearing interest and being payable to the terms and conditions order of this Agreement, each Lender severally agrees to make Advances to in the Borrower under the Revolving Credit Facility 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the original principal amount of Revolving Credit Outstandings plus Four Million Seven Hundred Thousand Dollars ($4,700,000.00), together with all extensions, renewals and modifications thereof, and substitutions therefor (collectively, the "Term Note"). The Term Note is secured by, among other things, the pledge of one hundred percent (100%) of the outstanding capital stock of FCC, being purchased in connection herewith by Debtor (the "FCC Shares") and one hundred percent (100%) of the outstanding capital stock of Debtor (the "Newco Shares," the Newco Shares and the FCC Shares are collectively referred to as the "Property"), as more particularly described on Schedule A hereto and incorporated herein. The Term Note shall also be secured by a certain Irrevocable Letter of Credit Outstandings shall not exceed in the Total Revolving Credit Commitmentamount of Four Million Seven Hundred Thousand Dollars ($4,700,000.00) issued in accordance with the terms of the Purchase Agreement (the "Short Term Letter of Credit"). Within such limitsThis Agreement, the Borrower may borrowPurchase Agreement, repay the Term Note, the "Letters of Credit" (hereinafter defined), and reborrow under any other document executed in connection therewith are hereinafter referred to as the Revolving Credit Facility on a Business Day from "Loan Documents." (b) Pursuant to Section 1.02 of the Closing Date untilPurchase Agreement, but Debtor is obligated to pay the "Additional Consideration" (as to borrowings and reborrowingsdefined in the Purchase Agreement) not including, under certain circumstances. The satisfaction of the Revolving Credit Termination Date; provided, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan Additional Consideration obligation shall be made which has an Interest Period that extends beyond further secured by a certain Irrevocable Letter of Credit in the Stated Termination Date and amount of Five Million Dollars (z) each Revolving Loan that is a Eurodollar Rate Loan may$5,000,000.00), subject to issued in accordance with the provisions of Section 2.8, be repaid only on the last day terms of the Interest Period with respect thereto unless such payment is accompanied Purchase Agreement (the "Long Term Letter of Credit"). The Short Term Letter of Credit and the Long Term Letter of Credit shall be collectively referred to as the "Letters of Credit." (c) The obligations evidenced by the additional payment, if any, required by Section 5.4Loan Documents are sometimes herein referred to as the "Loan."

Commitment. Subject to the terms and conditions of this Agreement, each Lender severally Bank agrees to make one or more Advances to the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as prior 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 LenderTermination Date, provided, however, provided that the Lenders will aggregate amount of all Advances at any time outstanding shall not be required and shall have no obligation to make any such Advance exceed the lesser of (i) so long as a Default or an Event of Default has occurred and is continuing the Borrowing Base in effect from time to time; or (ii) if the Agent has accelerated the maturity of any amount of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limitsSubject to the foregoing limitations and other terms of this Agreement, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from Commitment. The Obligation to repay the Closing Date untilAdvances made to Borrower pursuant to the Commitment shall be evidenced by Borrower's Note in the form of Exhibit 2.1 hereto, but (as payable to borrowings the order of Bank. Within the limits of this Section 2.1, Borrower may borrow, repay and reborrowings) not includingreborrow hereunder, according to the Revolving Credit Termination Dateterms hereof, each Advance being evidenced by the Note under which such Advance is requested; provided, however, that (yi) 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 (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of the Credit Sweep Service described in Section 2.82.5 hereof, each Prime Rate Advance shall be repaid only in a minimum amount of $50,000 or an integral multiple thereof and each LIBOR Advance shall be in a minimum amount of $250,000; (ii) the aggregate outstanding principal amount of Advances shall not at any time exceed the Borrowing Base then in effect; and (iii) no more than eight (8) LIBOR Advances may be outstanding at any time. Each request by Borrower for an Advance under this Section 2.1 may be made by Borrower's delivery (which may be by telephone and immediately confirmed by telecopy facsimile transmission) to Bank of a request for advance (the "Request for Advance") signed by an executive officer of Borrower in the form of Exhibit "5.2" attached hereto. The Request for Advance for Prime Rate Advances shall be submitted to Bank by at least 12:00 noon, Central Time, on the desired advance date, and for LIBOR Advances shall be submitted to Bank by at least 12:00 noon, Central Time, three Business Days prior to the desired advance date. Subject to the terms and conditions of this Agreement, Borrower may select a subsequent Interest Period to begin on the last day of the immediately preceding Interest Period with respect thereto unless for any LIBOR Advance and may convert such payment is accompanied by LIBOR Advance to a Prime Rate Advance. Subject to the additional paymentterms and conditions of this Agreement, if any, required by Section 5.4Borrower may also convert a Prime Rate Advance to a LIBOR Advance.

Commitment. (a) [The initial advance of the proceeds of the Loan on the Closing Date shall not exceed $_____________ (the “Initial Advance”).] Subject to the terms and conditions of this Agreementset forth herein, each Lender severally agrees to make Advances [the Initial Advance/a single term loan] to Borrower on the Closing Date in a principal amount equal to the Commitment of such Lender; provided that, if for any reason the full amount of the [Initial Advance/Loan] is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled. The Loan shall bear interest at the rate provided in Section 2.4. The execution and delivery of this Agreement by Borr▇▇▇▇ ▇▇▇ the satisfaction of all conditions precedent pursuant to Section III.1. shall be deemed to constitute Borr▇▇▇▇’▇ request to borrow the [Initial Advance/Loan] on the Closing Date. Borrower under shall receive only one borrowing hereunder in respect of the Revolving Credit Facility [Initial Advance/Loan] and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed[/, and the Commitments with respect to the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable] shall terminate upon the full funding of the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable]. (b) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower to such Lender resulting from the portion of the Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Lender, (ii) the amount of the portion of the Loan made hereunder by each Lender, (iii) the date and amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder in respect of the Closing Date until Loan and (iv) both the Revolving Credit Termination Date on date and amount of any sum received by Administrative Agent hereunder from Borrower in respect of the Loan and each Lender’s Pro Rata Share thereof. The entries made in such record shall be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided that the failure or delay of any Lender or Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement. (c) The obligation of Borrower to pay each Lender’s Pro Rata Share of the Loan, with interest, shall be evidenced by a pro rata basis Note substantially in the form of Exhibit B attached hereto and made a part hereof, with appropriate insertions. Each Lender’s Note shall be dated as of the date hereof (or as of the date of the applicable assignment pursuant to Error: Reference source not found) and shall be payable 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 order of such LenderLender at the times provided in the Note, providedand shall be in the principal amount of such Lend▇▇’▇ Commitment. Lenders have no intention of making advances under the Loan in excess of the aggregate face amount of the Notes. Borr▇▇▇▇ ▇▇▇nowledges and agrees, however, that that, if, for any reason, the Lenders will not outstanding principal balance of the Loan outstanding from time to time exceeds the aggregate face amount of the Notes, the excess shall bear interest at the Default Rate, shall be required payable, with accrued interest, ON DEMAND and shall have no obligation to make be secured by all of the collateral described in the Security Instrument and all other Collateral for the Loan. The Notes shall not operate as a novation of any of the Obligations or nullify, discharge, or release any such Advance Obligations or the continuing contractual relationship of the parties hereto in accordance with the provisions of this Agreement. (d) [Upon Borrower’s written request to Administrative Agent using the form of draw request attached hereto as Exhibit 2.1(d), and subject to the other terms and conditions with respect to the TI, Leasing & CapEx Holdback set forth in this section, each Lender shall advance a portion of Loan proceeds in an aggregate amount not to exceed $_______________ (the “TI, Leasing & CapEx Holdback”) within ten (10) Business Days after Borrower’s request. The amount of the TI, Leasing & CapEx Holdback to be disbursed hereunder shall be the lesser of $______________ or the amount requested by Borr▇▇▇▇. ▇▇e TI, Leasing & CapEx Holdback funds shall only be available during the first two (2) years of the initial term of the Loan, and shall be capped at $_____ per rentable square foot of the Property for tenant improvements and at _________ percent (___%) for leasing commissions, unless otherwise approved in writing by Administrative Agent. On a one-time basis, Borrower may draw from the TI, Leasing & CapEx Holdback up to $________ for tenant improvements without a corresponding executed Approved Lease. Borrower shall use the proceeds of the TI, Leasing & CapEx Holdback to pay or to reimburse Borrower for the documented costs and expenses (including, but not limited to, expenses for Tenant Improvements, leasing commissions, tenant allowances, capital expenditures and other leasing costs and other costs associated with retaining Tenants at the Property) approved in writing by Lend▇▇. ▇▇e following shall be conditions precedent to the funding the TI, Leas▇▇▇ & ▇apEx Holdback: (i) so long no Default or Event of Default shall have occurred and be continuing on the date of Borrower’s written request for funding of the TI, Leasing & CapEx Holdback; (ii) Borrower shall provide Lender with reasonable documentation of the costs and expenses for which the TI, Leasing & CapEx Holdback is to be used; (iii) [intentionally omitted]; (iv) Borrower shall have provided to Administrative Agent such other reports, data, lien waivers, information and certificates as Administrative Agent may reasonably request with respect to Borrower and the Property; and (v) on the date of the advance of the TI, Leasing & CapEx Holdback, the representations and warranties made in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as if made on such date, subject to any applicable changes in such representations and warranties resulting from changes in factual matters which do not constitute a material Default or an Event of Default has occurred Default, and is continuing or changes disclosed by Borrower in writing to Lender, including, without limitation, in the financial and other reports and information delivered to Lender pursuant to Section 6.1 of this Agreement. Borrower shall be entitled to an advance from the TI, Leasing & CapEx Holdback only in an amount provided by this Section 2.1, but not less than $10,000.00 per advance (ii) if other than the Agent has accelerated final advance). Advances shall not be made more frequently than once each calendar month, and Lender may, at its discretion, disburse such advances directly to the maturity recipient of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay costs 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.expenses approved hereunder.]19

Commitment. (A) Subject to and upon the terms and conditions herein set forth, each USF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the Final Maturity Date, to make a loan or loans (each, a "USF Loan" and, collectively, the "USF Loans") to WLI, which USF Loans (i) shall be made and maintained in Dollars; (ii) except as hereinafter provided, may, at the option of WLI, be incurred and maintained, and/or converted into Base Rate Loans or Eurodollar Loans, provided that all USF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of USF Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not exceed for any USF Lender at the time of the making of any such USF Loan, and after giving effect thereto, that aggregate Principal Amount which, when added to the sum of (I) the aggregate Principal Amount of all other USF Loans made by such USF Lenders then outstanding and (II) such USF Lender's Percentage of (x) the USF Letter of Credit Outstandings at such time and (y) the outstanding principal amount of Swingline Loans at such time, equals the USF Commitment of such USF Lender at such time. (B) Subject to and upon the terms and conditions herein set forth, each MCF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the Final Maturity Date, to make a loan or loans (each, a "MCF Loan" and, collect- ively, the "MCF Loans") to one or more of the MCF Borrowers (on a several basis), which MCF Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable MCF Borrower; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not (w) be made to the Italian Borrower prior to the Full Utilization Date, (x) exceed $150,000,000 in Principal Amount at any time outstanding prior to the Full Utilization Date, (y) in the case of MCF Loans made to WLI, exceed $150,000,000 in Principal Amount at any time outstanding or (z) in the case of MCF Loans denominated in Spanish Pesetas, Danish Krone, Belgian Francs and Dutch Guilders, exceed $50,000,000 in Principal Amount for any one such currency at any time outstanding; and (iv) shall not exceed for any MCF Lender at the time of the making of any such MCF Loan, and after giving effect thereto, that aggregate Principal Amount which, when added to (I) the aggregate Principal Amount of all other MCF Loans made by such MCF Lender then outstanding and (II) such MCF Lender's Percentage of the MCF Letter of Credit Outstandings at such time, equals the MCF Commitment of such MCF Lender at such time, PROVIDED that all then outstanding MCF Loans denominated in Italian Lira shall be repaid on the Full Utilization Date and then and thereafter the Lira Lender shall alone make all Lira Loans. (C) The Lira Lender shall not be required to make any Lira Loan while a Lender Default exists with respect to a MCF Lender unless the Lira Lender has entered into arrangements satisfactory to it and the Italian Borrower to eliminate its risk with respect to the participation of the Defaulting Lender or Lenders in any such Lira Loan (including by way of example cash collateralization of each such Defaulting Lender's MCF Percentage of such requested Lira Loan). The Lira Lender will not make any Lira Loan after it has received a written notice (not subsequently withdrawn) from WLI or the Required Lenders that one or more of the applicable conditions to the Credit Events specified in Section 5.02 are not then satisfied. (D) At any time when an Acceleration Event has occurred and/or a default in the payment of principal or interest on the Lira Loans exists, the Lira Lender may, on any Business Day and in its sole discretion, give notice (which notice shall be deemed to be given upon the occurrence of any Acceleration Event or any other bankruptcy, insolvency or similar proceedings in respect of any Designated Party if the Lira Lender is prohibited from giving such notice under applicable law) to each MCF Lender that each such MCF Lender is required to purchase, and each such MCF Lender (other than the Lira Lender) hereby irrevocably agrees to promptly purchase from the Lira Lender (without recourse or warranty), an assignment of the outstanding Lira Loans as shall be necessary to cause each such MCF Lender, to share in the outstanding Lira Loans ratably based on its respective MCF Percentage, PROVIDED that all interest payable on each outstanding Lira Loan shall, not withstanding any other provision of this Agreement, each be for the account of the Lira Lender severally from the date of any such notice until the date the respective participation or assignment is purchased by such Lender. Each purchase of a participation or assignment by a MCF Lender under this Section 1.01(D) shall (E) Subject to and upon the terms and conditions herein set forth, the Swingline Lender agrees to make Advances to the Borrower under the Revolving Credit Facility at any time and from time to time from after the Closing Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by Swingline Expiry Date, a loan or loans to WLI (each, a "Swingline Loan" and, collectively, 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"Swingline Loans"), provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance which Swingline Loans (i) so long shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount at any time outstanding that amount which, when combined with the aggregate principal amount of all USF Loans made by Non-Defaulting Lenders then outstanding and the USF Letter of Credit Outstandings at such time, equals the Adjusted Total USF Commitment then in effect (after giving effect to any changes thereto on such date) and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5.02 are not then satisfied until such conditions are satisfied. (F) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the USF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of USF Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 with respect to WLI or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of USF Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all USF Lenders that are Non-Defaulting Lenders PRO RATA based on each such USF Lender's Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each USF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing or continuing, (iiiv) if the Agent has accelerated date of such Mandatory Borrowing and (v) the maturity of any amount of the Notes Total USF Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of an Event the commencement of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow a proceeding under the Revolving Credit Facility on a Business Day from Bankruptcy Code in respect of the Closing Date untilBorrower), but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Revolving Loan each USF Lender that is a Eurodollar Rate Loan Non-Defaulting Lender (other than BTCo) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be made which has an Interest Period necessary to cause such USF Lenders to share in such Swingline Loans ratably based upon their respective Percentages, PROVIDED that extends beyond all interest payable on the Stated Termination Date and (z) each Revolving Loan that Swingline Loans shall be for the account of the Swingline Lender until the date the respective assignment is a Eurodollar Rate Loan maypurchased and, subject to the provisions extent attributable to the purchased assignment, shall be payable to the USF Lender purchasing same from and after such date 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 additional payment, if any, required by Section 5.4purchase.

Commitment. Subject During the Commitment Period, subject to the terms and conditions of this Agreementhereof, each Lender severally agrees to make Advances loans ("Loans") to the Borrower under the Revolving Credit Facility from time to time from for the Closing Date until purposes hereinafter set forth; provided, that (i) with regard to each Lender individually, the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by sum of such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment share 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings outstanding Loans 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 lesser of (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond such Lender's Commitment Percentage of the Stated Termination Date aggregate Committed Amount and (z) each Revolving Loan that is a such Lender's Commitment Percentage of the Borrowing Base, and (ii) with regard to the Lenders collectively, the sum of the aggregate amount of outstanding Loans shall not exceed the lesser of (x) the aggregate Committed Amount, (y) the Borrowing Base and (z) any Borrowing Limit then in effect. For purposes hereof, the aggregate amount available hereunder shall be FIFTY MILLION DOLLARS ($50,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.3, the "Committed Amount"). Loans may consist of Alternate Base Rate Loans or Eurodollar Rate Loan mayLoans, subject to or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions of Section 2.8hereof; provided, be repaid only the Loans made on the last day Closing Date or on either of the Interest Period with respect thereto unless such payment is accompanied two Business Days immediately following the Closing Date may only consist of Alternate Base Rate Loans. Eurodollar Rate Loans shall be made by the additional payment, if any, required by Section 5.4each Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office.

Commitment. Subject to and in accordance with the provisions of this Agreement, the SOIF Parties agree to make disbursements under the Line of Credit, and Borrower may draw upon and borrow, in the manner and upon the terms and conditions of expressed in this Agreement, each Lender severally agrees amounts that shall not exceed in the aggregate, at any one time outstanding, Thirteen Million Five Hundred Thousand and 00/100 Dollars ($13,500,000.00) (the "Commitment Amount"). The Line of Credit shall be a revolving line of credit, against which disbursements may be made to make Advances Borrower, repaid by Borrower and additional disbursements made to Borrower, subject to the Borrower under the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment of such Lender, limitations contained in this Agreement; provided, however, that the Lenders will not be required and SOIF Parties shall have no obligation to make any such Advance disbursement (iA) so long as a Default that would cause the outstanding principal balance of the Line of Credit plus all outstanding principal and any accrued but unpaid interest to exceed the Commitment Amount or (B) if there is an Event of Default has occurred and is continuing or a Default (ii) if as defined below). The Line of Credit shall bear interest on the Agent has accelerated the maturity of any outstanding principal balance as follows: at a simple annual rate of the Notes as a result of an Event of Default; provided further30-Day LIBOR Rate applicable on April 2, however2013 plus six percent (6.0%), that immediately after giving effect to each such Advance, wherein the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan minimum interest rate shall be made at least eight and one-half percent (8.5%); which has an Interest Period that extends beyond accrued interest shall be payable monthly in arrears, on the Stated Termination second day of each month, beginning on April 2, 2013. If not sooner paid, all outstanding principal, accrued but unpaid interest and other outstanding sums due under this Agreement shall be paid in full on October 2, 2013 (the "Maturity Date"). The Maturity Date may be extended in the sole and absolute discretion of the Borrower, with at least five (z5) each Revolving Loan that is a Eurodollar Rate Loan may, subject days’ prior written notice to the provisions of Section 2.8SOIF Parties, be repaid only on for an additional six (6) month period (the last day “Maturity Extension Period”) at a simple annual rate of the Interest Period with respect thereto unless such payment is accompanied by 30-Day LIBOR Rate applicable on July 2, 2013 plus six percent (6.0%), wherein the additional payment, if any, required by Section 5.4minimum interest rate shall be at least eight and one-half percent (8.5%).”

Commitment. Subject Centerbridge Capital Partners II, L.P. and Centerbridge Capital Partners SBS II, L.P. (together, the “Sponsor”) on behalf of themselves or one or more of their affiliated parallel or co-investment funds hereby jointly and severally agree to fund the Commitment (as defined below) by contributing equity to Parent in an amount equal to the terms and conditions percentages set forth opposite their respective names on Exhibit A. The obligation of this Agreement, each Lender severally agrees the Sponsor to make Advances fund the Commitment is subject only to the Borrower under satisfaction of the Revolving Credit Facility 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 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 following conditions: (i) so long as a Default or an Event the execution and delivery of Default has occurred and is continuing or the Merger Agreement by the parties thereto; (ii) (x) if the Agent has accelerated Offer Closing shall occur, the maturity satisfaction or waiver by Parent and Purchaser of any all of the Notes Offer Conditions, as a result of an Event the expiration of Default; provided further, however, the Offer (other than those conditions that immediately after giving effect by their terms are to each such Advance, be satisfied by actions taken at the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 untilOffer Closing, but (as to borrowings and reborrowings) not includingeach of which shall be capable of being satisfied at the Offer Closing), the Revolving Credit Termination Date; provided, however, that or (y) no Revolving Loan if the Merger Closing shall occur, the satisfaction or (to the extent permitted by applicable Law) waiver by Parent and Purchaser of the conditions set forth in Section 6.1 and Section 6.2 of the Merger Agreement (other than those conditions that is a Eurodollar Rate Loan by their terms are to be satisfied by actions taken at the Merger Closing, each of which shall be made which capable of being satisfied at the Merger Closing); (iii) (x) the Debt Financing (or, if alternative debt financing has an Interest Period that extends beyond been obtained in accordance with Section 5.13(d) of the Stated Termination Date Merger Agreement for all the Debt Financing, such alternative debt financing) has been funded or (y) the Debt Financing would be funded in accordance with the terms thereof at the Offer Closing and/or the Merger Closing, as applicable, if the Equity Financing is funded at the Offer Closing or the Merger Closing, as applicable; and (ziv) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4.Company has irrevocably confirmed

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under the applicable Facility, as set forth below: (a) [reserved] (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) were made pursuant to “Revolving Commitments” under and as defined in the Existing Credit Facility Agreement prior to the Closing Date and such Revolving Loans shall be subject to Section 6.3, (ii) on and after the Closing Date shall, subject to the terms and conditions herein, be made at any time and from time to time from the Closing Date until prior to the Revolving Credit Termination Date on a pro rata basis Facility Final Maturity Date, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the total borrowing requested by the Borrower on any day determined by product of (x) such Lender's Applicable Commitment ’s Revolving Percentage up to but not exceeding and (y) the Revolving Credit Commitment sum of such Lender, provided, however, that (I) the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal aggregate amount of Revolving Credit Outstandings plus Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (vi) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Credit Commitment. Within such limitsThe Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Borrower may borrowSwingline Lender, repay in its individual capacity, agrees, at any time and reborrow under the Revolving Credit Facility on a Business Day from time to time after the Closing Date untiland prior to the Swingline Expiry Date, but to make a loan or loans (as to borrowings and reborrowings) not includingeach a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Termination Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrower shall repay in full each Swingline Loan on the earlier to occur of (1) the date five (5) Business Days after such Swingline Loan is made and (2) the Swingline Expiry Date; provided, howeverthat the Borrower shall not request, that (y) no Revolving and the Swingline Lender shall not make, any Swingline Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.refinance another

Commitment. Subject “Incremental Term B-1 Loans” shall mean the Incremental Term Loan provided for in the Fifth Amendment. “Incremental Term Facility” shall have the meaning set forth in Section 2.22(a). “Incremental Term Loan Lender” shall have the meaning set forth in Section 2.22(b)(i). “Incurrence-Based Incremental Amount” shall have the meaning set forth in Section 2.22(a). “Indebtedness” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, without limitation, earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt and accrued expenses incurred in the ordinary course of business and due within six (6) months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all Capital Lease Obligations plus any accrued interest thereon, (i) all net obligations of such Person under Hedging Agreements, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Equity Interests issued by such Person and which by the terms and conditions thereof could be (at the request of this Agreementthe holders thereof or otherwise) subject to mandatory sinking fund payments, each Lender severally agrees to make Advances redemption or other acceleration on or prior to the Borrower Term Loan Maturity Date, and (l) all obligations of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venture. For the avoidance of doubt, in no event shall there be included in “Indebtedness” any Operating Lease Liabilities. - 24- “Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the Revolving extent not otherwise described in (a), Other Taxes. “Indemnitee” shall have the meaning set forth in Section 9.5(b). “Indenture” shall have the meaning set forth in Section 4.1(j). “Initial Term Loan” shall have the meaning set forth in Section 2.2(a). “Initial Term Loan Committed Amount” shall have the meaning set forth in Section 2.2(a). “Initial Term Loan Facility” shall have the meaning set forth in Section 2.2(a). “Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA. “Intellectual Property” shall mean, collectively, all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of the Credit Facility from time Parties and their Subsidiaries, all goodwill associated therewith and all rights to time from sue for infringement thereof. “Intercompany Debt” shall have the Closing Date until the Revolving Credit Termination Date on a pro rata basis meaning set forth in Section 9.19. “Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan, the total borrowing requested last Business Day of each of the First Quarter, Second Quarter, Third Quarter and Fourth Quarter and on the Term Loan Maturity Date or Revolving Maturity Date, as applicable, (b) as to any LIBOR RateAdjusted Term SOFR Loan having an Interest Period of three (3) months or less, the last day of such Interest Period, (c) as to any LIBOR RateAdjusted Term SOFR Loan having an Interest Period longer than three (3) months, (i) each three (3) month anniversary following the first day of such Interest Period and (ii) the last day of such Interest Period and (d) as to any Loan which is the subject of a mandatory prepayment required pursuant to Section 2.7(b), the date on which such mandatory prepayment is due. “Interest Period” shall mean, with respect to any LIBOR RateAdjusted Term SOFR Loan, (a) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR RateAdjusted Term SOFR Loan and ending one, two, three, or six, nine or twelve months thereafter, subject to availability to all applicable Lenders, as selected by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding in the Revolving Credit Commitment Notice 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 Borrowing or an Event Notice of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of DefaultConversion given with respect thereto; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (zb) thereafter, each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.8, be repaid only period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR RateAdjusted Term SOFR Loan and ending one, two, three, or six, nine or twelve months thereafter, subject to availability to all applicable Lenders, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three (3) Business Days prior to the last day of the then current Interest Period with respect thereto thereto; provided that the foregoing provisions are subject to the following: (i) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; (ii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding - 25- day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month; (iii) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an Alternate Base Rate Loan to replace the affected LIBOR RateAdjusted Term SOFR Loan; (iv) no Interest Period in respect of any Loan shall extend beyond the Term Loan Maturity Date or the Revolving Maturity Date, as applicable, and, further with regard to the Term Loans, no Interest Period shall extend beyond any principal amortization payment date with respect to such Term Loans unless the portion of such Term Loans consisting of Alternate Base Rate Loans together with the portion of such Term Loans consisting of LIBOR RateAdjusted Term SOFR Loans with Interest Periods expiring prior to or concurrently with the date such principal amortization payment date is accompanied due, is at least equal to the amount of such principal amortization payment due on such date; and (v) no more than six (6) LIBOR RateAdjusted Term SOFR Loans may be in effect at any time. For purposes hereof, LIBOR RateAdjusted Term SOFR Loans with different Interest Periods shall be considered as separate LIBOR RateAdjusted Term SOFR Loans, even if they shall begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR RateAdjusted Term SOFR Loan with a single Interest Period. “Investment” shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of Equity Interests, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person, (b) any deposit with, or advance, loan or other extension of credit to, any Person (other than deposits made in the ordinary course of business), (c) the construction or development of, or the entering into of a binding commitment to construct or develop, a new Restaurant, or (d) any other capital contribution to or investment in any Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person. “IRS” shall mean the United States Internal Revenue Service. “Issuing Lender” shall mean ▇▇▇▇▇ Fargo, Truist Bank, [Capital One, National Association, and JPMorgan Chase Bank, N.A.], each in their respective capacity, together with any successor and any other Revolving Lender identified by the additional paymentBorrower and reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld, if anyconditioned or delayed) who agrees to issue Letters of Credit. “Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Exhibit 1.1(c), required executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.4.5.10. “Junior Debt” shall mean any Indebtedness (other than any permitted intercompany Indebtedness owing to the Borrower or any other Credit Party) that is (a) unsecured, (b) Subordinated Debt or (c) secured on a junior basis to the Liens securing the Obligations. “Junior Secured Ratio Debt” shall have the meaning set forth in Section 6.1(m)(ii). “Latest Maturity Date” shall mean, at any date of determination, the latest maturity date or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Incremental Term Loan or Extended Term Loan or any Refinancing Debt, in each case as extended in accordance with this Agreement from time to time. - 26-

Commitment. 1. Subject to the terms and conditions of this Letter, OCM PE Holdings, L.P., as sole Lender under the Credit Agreement, each Lender severally agrees hereby commits (the “Incremental Term Loan Commitment”) at any time prior to make Advances March 31, 2014 to making additional Term A Loans available to the Borrower under (the Revolving Credit Facility from time “Incremental Term A Loans”) in an aggregate principal amount not to time from exceed $23,000,000, which commitment shall be reduced by an amount of 100% of each dollar of reduction of the Closing Date until outstanding principal amount of the Revolving Credit Permitted Convertible Notes; provided that (a) the proceeds of such Incremental Term A Loans will be used solely to pay amounts (the “Repurchase Amounts”) required to be paid by the Company in connection with the repurchase of Permitted Convertible Notes following the occurrence of a “Termination Date on of Trading” (as defined in the Convertible Notes Indenture) pursuant to Article 3 of the Convertible Notes Indenture (a pro rata basis as “Delisting”) and (b) such Incremental Term A Loans will be made available to the total borrowing requested by Borrower only to 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, extent that the Required Lenders will not be required receive evidence in form and shall have no obligation substance reasonably satisfactory to make any such Advance them demonstrating that payment of the Repurchase Amounts without benefit of the Incremental Term A Loans would (i) so long materially impair the Company’s ability to pay its debts as they come due in the ordinary course of business or (ii) cause a breach of Section 7.11(c) (Minimum Liquidity). 2. The Incremental Term Loan Commitment will be memorialized by way of an amendment to the Credit Agreement, which amendment shall be in form and substance satisfactory to the Required Lenders (acting in their sole discretion) (such amendment, the “Incremental Amendment”), and the effectiveness of the Incremental Amendment and the obligation of the Lenders to make the Incremental Term A Loans shall be conditioned upon the full satisfaction of the following conditions precedent: (i) the representations and warranties of the Loan Parties under the Loan Documents shall be true and correct in all material respects, (ii) no Default or Event of Default (other than a Default or an Event of Default has occurred arising from a Delisting, payment of the Repurchase Amounts or the Company and is continuing its Subsidiaries’ failure to comply with Section 7.11(c) of the Credit Agreement) shall exist or would result from such proposed extension of the Incremental Term A Loans or the application of the proceeds thereof; provided that solely for purposes of this sub-clause (ii), in connection with any determination of the existence or occurrence of any Default or Event of Default arising as a result of the Company and its Subsidiaries’ failure to comply with (i) Section 7.11(a) of the Credit Agreement, the Lender party hereto agrees that the “Secured Leverage Ratio” set forth in the table of such provision opposite each of the “Test Period End Dates” for March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 shall be 13.00 to 1.00 or (ii) if the Agent has accelerated the maturity of any Section 7.11(b) of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such AdvanceCredit Agreement, the principal amount Lender party hereto agrees that the “Total Net Debt Leverage Ratio” set forth in the table of Revolving Credit Outstandings plus Letter such provision opposite each of Credit Outstandings the “Test Period End Dates” for March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 shall not exceed the Total Revolving Credit Commitment. Within such limitsbe 14.00 to 1.00, and (iii) compliance with other conditions precedent customary for amendments of this type, including, without limitation, the Borrower may borrowconditions precedent of the type set forth in Sections 4.01(a), repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until(b), but (as to borrowings and reborrowingsd), (k), (p)(i) 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 Stated Termination Date and (zt) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.8, be repaid only on the last day of the Interest Period Credit Agreement (with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4necessary changes to reflect the substance of the Incremental Amendment).

Commitment. (A) Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender Bank severally agrees to make Advances or continue loans (together with the A Term Loan referred to below, each a "Loan" and, collectively, the "Loans") to the Borrower Borrower, which Loans shall be drawn or continued, as the case may be, to the extent such Bank has a commitment under such Facility, under the Revolving Term Facility and the AR Facility, as set forth below: (a) Loans under the Term Facility (each a "B Term Loan" and, collectively, the "B Term Loans") (i) shall be made pursuant to a single drawing on the Restatement Effective Date, (ii) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such B Term Loans pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal amount for any Bank at the time of occurrence thereof the Term Commitment, if any, of such Bank. Once repaid, B Term Loans may not be reborrowed. (b) Loans under the AR Facility (each an "AR Loan" and, collectively, the "AR Loans") (i) shall continue outstanding the AR Loans under and as defined in the Original Credit Facility Agreement that are outstanding on the Restatement Effective Date and otherwise may be made at any time and from time to time from on and after the Closing Restatement Effective Date until the Revolving Credit Termination Date on a pro rata basis as and prior 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 LenderAR Termination Date, 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 an Event of Default has occurred and is continuing or (ii) if except as hereinafter provided, may, at the Agent has accelerated the maturity of any option of the Notes Borrower, be continued, incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all AR Loans made as a result part of an Event the same Borrowing shall, unless otherwise specifically provided herein, consist of Default; provided furtherLoans of the same Type and (y) AR Loans maintained as Eurodollar Loans may not be continued or incurred prior to the Syndication Date, however(iii) may be repaid and, prior to the AR Termination Date, be reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that immediately after giving effect to each such Advanceaggregate principal amount which, when combined with the aggregate outstanding principal amount of Revolving Credit Outstandings plus Letter all other AR Loans of Credit Outstandings shall not exceed such Bank, equals the Total Revolving Credit AR Commitment. Within , if any, of such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but Bank at such time. (as to borrowings and reborrowingsB) 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to Notwithstanding the provisions of Section 2.81.01(A)(b), be repaid only if on the last day first anniversary of the Restatement Effective Date (i) the Borrower has not issued at least $200 million principal amount of Permitted Subordinated Debt, (ii) the Guaranty Commencement Date has not occurred and/or (iii) the B Term Loans have not been repaid in full, then on said first anniversary $100 million of the AR Loans outstanding on such date (or if less than $100 million of AR Loans are then outstanding, the full amount of AR Loans then outstanding) shall be automatically converted (the "Loan Conversion") into term loans (each an "A Term Loan" and collectively the "A Term Loans"), with the Loan Conversion to apply PRO RATA to the outstanding AR Loans. The AR Loans so converted will be those outstanding pursuant to the same Borrowing or Borrowings, with the Interest Period with respect thereto unless such payment is accompanied by the additional payment, or Periods (if any) applicable to such Borrowing or Borrowings to continue in effect after the Loan Conversion as originally scheduled. Once repaid, required by A Term Loans may not be reborrowed. Promptly following the Loan Conversion, should it occur, the Borrower will deliver to each Bank with A Term Loans the A Term Note provided for in Section 5.41.05(d).

Commitment. Subject (a) Each of the Insight Funds hereby commits (the “Insight Commitment”), subject to the terms and conditions of this Agreementset forth herein, each Lender severally agrees to make Advances that, at or prior to the Borrower under Closing, it shall purchase, or shall cause the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment of such Lenderpurchase of, 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 directly or an Event of Default has occurred and is continuing indirectly through one or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advancemore intermediate entities, the principal amount percentage of Revolving Credit Outstandings plus Letter equity securities of Credit Outstandings Parent set forth on Schedule I hereto (which percentage shall not exceed reflect the Total Revolving Credit Insight Funds having a lower effective cost per share than the Rollover Investors) with an aggregate purchase price in cash equal to $190 million and (b) the Vector Fund hereby commits (the “Vector Commitment. Within such limits” and, together with the Insight Commitment, 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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“Commitment”), subject to the provisions terms and conditions set forth herein, that, at or prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, the percentage of Section 2.8equity securities of Parent as set forth on Schedule I hereto (which percentage shall reflect the Vector Fund having a lower effective cost per share than the Rollover Investors) with an aggregate purchase price in cash equal to $190 million, in each case to (i) fund a portion of the aggregate Merger Consideration and any other amounts required to be repaid only paid pursuant to the Merger Agreement, (ii) pay all related fees and expenses pursuant to the Merger Agreement and (iii) fund the acquisition by Parent from the Rollover Investors of a number of shares of Company Common Stock equal to $120 million (the “Initial Equity Contribution”) divided by the Merger Consideration, with substantially all of the proceeds of the Initial Equity Contribution being used to repay in full the indebtedness for borrowed money of the Rollover Investors encumbering the Rollover Shares, immediately prior to the consummation of the Merger, in order to effect the release of any liens, charges or encumbrances on the last day Rollover Shares on or immediately prior to the time in which such Rollover Investors are required to consummate the Rollover Investment at the Closing; provided, that if, and to the extent that, Parent does not require the full amount of the Interest Period Insight Commitment taken together with respect thereto unless the Vector Commitment to fund the aggregate Merger Consideration pursuant to and in accordance with the Merger Agreement and to pay fees and expenses contemplated thereby, then the amount of the Insight Commitment and the Vector Commitment to be funded, respectively, under this Agreement may be reduced by such payment is accompanied amounts and in such proportion as the Insight Funds and the Vector Fund shall jointly agree. The proceeds from the Commitment pursuant to this Agreement shall be used by Parent solely to satisfy the additional payment, if any, required by Section 5.4purposes set forth in the foregoing sentence and not for any other purpose.

Commitment. Subject to and upon the terms and conditions of this Agreement, each herein set forth: (a) Each MN Lender severally agrees to make Advances a loan (each a "Construction Loan" and, collectively, the "Construction Loans") to the Borrower Borrowers on one or more Drawdown Dates, which Construction Loans (i) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that all Construction Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type, (ii) shall not exceed in aggregate outstanding principal amount for any MN Lender after giving effect to any incurrence of Construction Loans the MN Commitment of such Lender then in effect and (iii) shall not exceed in aggregate principal amount for all Construction Loans made by all Lenders on any Drawdown Date the Drawdown Amount for such date. Each Lender with an MN Commitment-A shall make a Construction Loan or Loans on the Closing Date in the full amount of its MN Commitment-A, while each Lender with an MN Commitment-B will only make Construction Loans under such MN Commitment-B on Drawdown Dates occurring after the Closing Date. Once repaid, Construction Loans may not be reborrowed. (b) All the Construction Loans of each MN Lender outstanding on the Conversion Date shall be converted into a term loan or loans (each a "Term Loan" and, collectively, the "Term Loans"), which Term Loans may, except as hereinafter provided, be maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that (i) the Interest Periods applicable to Construction Loans that are LIBOR Loans on the Conversion Date shall continue in effect for the Term Loans resulting from the conversion thereof until the stated expiration of such Interest Periods and (ii) all Term Loans made pursuant to the same Borrowing shall, unless specifically provided herein, consist entirely of Loans of the same Type. Once repaid, Term Loans may not be reborrowed. (c) The RC Lender is to make revolving loans (each a "Revolving Credit Facility Loan" and, collectively, the "Revolving Loans") to the Borrowers from time to time from on and after the Closing Conversion Date until the Revolving Credit Termination Date on a pro rata basis as and prior 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 Final Maturity Date, which 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 Loans (i) so long except as a Default hereinafter provided, may, at the option of the Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or an Event LIBOR Loans, provided that all Revolving Loans made as part of Default has occurred and is continuing or the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (ii) if may be repaid and reborrowed in accordance with the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings provisions hereof and (iii) shall not exceed in principal amount at the Total Revolving Credit Commitment. Within time of incurrence thereof the RC Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. (a) Subject to and upon the terms and conditions of this Agreementherein set forth, each Revolving Lender severally severally, but not jointly, agrees to make Advances a Loan or Loans denominated in US Dollars to the Borrower under from its US Lending Office (each, a “Revolving Facility Loan” and, collectively, the “Revolving Credit Facility Loans”) in an aggregate principal amount not to exceed 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 from on and after the Closing Date until and prior to the Revolving Credit Termination Date on a pro rata basis as 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 Lenders pursuant to the total borrowing requested 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 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 Principal Outstanding under the Revolving Facility at such time exceeding the Total Revolving Facility Commitment then in effect. (b) Subject to and upon the terms and conditions herein set forth, the Operating Lender agrees to make a Loan or Loans denominated, at the election of the Borrower, in either Canadian Dollars or US Dollars, to the Borrower from its applicable Lending Office (each, an “Operating Facility Loan” and, collectively, the “Operating Facility Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Operating Facility Commitment, provided that such Operating Facility Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Operating Facility Maturity Date, (B) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans, US LIBOR Loans, Canadian Prime Rate Loans, CDOR Rate Loans or Bankers’ Acceptances or BA Equivalent Loans; provided that all Operating Facility Loans made by the Operating Lender pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Operating Facility Loans of the same Type, (C) may be repaid or prepaid in accordance with the 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 at any time, after giving effect thereto and to the application of the proceeds thereof, result in the Principal Outstanding under the Operating Facility at such time exceeding the Operating Facility Commitment at such time. (c) Subject to and upon the terms and conditions herein set forth, each Initial Term A-1 Lender severally, but not jointly, agrees to make a Loan or Loans denominated in US Dollars to the Borrower from its US Lending Office (each, an “Initial Term A-1 Loan” and, collectively, the “Initial Term A-1 Loans”) to the Borrower on the Closing Date, which Initial Term A-1 Loans shall not exceed for any day determined by such Lender the Initial Term A-1 Commitment of such Lender's Applicable Commitment Percentage up . Such Initial Term A-1 Loans (i) 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 Term A-1 Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term A-1 Loans of the same Type, (ii) may be repaid or prepaid in accordance with the provisions hereof (without premium or penalty other than as set forth in Section 11.5(1)), but once repaid or prepaid, may not exceeding be reborrowed, (iii) shall not exceed for any such Lender the Revolving Credit Initial Term A-1 Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (iiv) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed in the aggregate 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.Initial Term A-1

Commitment. Subject to the terms and conditions of this Agreementset forth herein, each Lender severally the EC Investor hereby commits and agrees to make Advances that, at or prior to the Borrower Closing, it shall purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, equity interests of Parent with, and pay, or cause to be paid to Parent in immediately available funds, an aggregate purchase price equal to US$105,047,887 (the “Commitment”) (such Commitment, together with the commitments of the Other EC Investors under the Revolving Credit Facility from time to time from Other Equity Commitment Letters, the Closing Date until the Revolving Credit Termination Date on a pro rata basis as “Aggregate Commitment”). Notwithstanding anything to the total borrowing requested by contrary in this Letter, 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 EC Investor shall not be required obligated to contribute to Parent an amount in excess of, and shall have no obligation to make any such Advance (i) so long as a Default or an Event the aggregate amount of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any liability of the Notes as a result of an Event of Default; provided furtherEC Investor hereunder shall not exceed, howeverthe Commitment (the “Cap”), that immediately after and this Letter may not be enforced against the EC Investor without giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Cap. The Aggregate 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of Section 2.8Cap under this Letter and the applicable caps under the Other Equity Commitment Letters, be repaid only on together with the last day net proceeds of the Interest Period Debt Financing and/or the Alternative Financing (if applicable), will solely be used to fund, to the extent necessary to fund, the Merger Consideration and such other amounts required to be paid by Parent at the Effective Time pursuant to Article 2 of the Merger Agreement in connection with respect thereto unless the consummation of the Transactions, including the Merger, upon the terms and conditions of the Merger Agreement and all related fees and expenses associated therewith (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations) (collectively, the “Closing Payments”). Subject to the terms and conditions set forth in this Letter and the Interim Investors Agreement, the EC Investor may assign all or a portion of the Commitment to any of its Affiliates that is a permitted assignee and the Commitment will be reduced by any amounts actually contributed to Parent (and not returned) by such payment is accompanied person at or prior to the Closing for the purpose of funding the Closing Payments. If (and only if) Parent does not require all of the Aggregate Commitment in order for Parent to pay the Closing Payments and to consummate the Transactions, including the Merger, the amount of the Commitment may be reduced by Parent in accordance with the Interim Investors Agreement, but only to the extent that Parent has sufficient funds to pay the Closing Payments in full and to consummate the Transactions, including the Merger, following such reduction. The amount and type of equity interests of Parent acquired by the additional payment, if any, required by Section 5.4EC Investor in exchange for payment of the Commitment shall be determined in accordance with the Interim Investors Agreement.

Commitment. Subject to the terms and conditions of this Agreementhereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Advances available to the Borrower under such Lender's Commitment Percentage of revolving credit loans requested by the Revolving Credit Facility Borrower in Dollars ("Loans") from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis Date, or such earlier date as to the total borrowing requested by Commitments shall have been terminated as provided herein for 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, purposes hereinafter set forth; provided, however, that the Lenders will sum of the aggregate principal amount of outstanding Loans shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such aggregate maximum amount may be required and shall have no obligation reduced from time to make any such Advance time as provided in Section 3.4, the "Committed Amount"); provided, further, (i) so long as a Default or an Event with regard to each Lender individually, such Lender's outstanding Loans shall not exceed such Lender's Commitment Percentage of Default has occurred the Committed Amount, and is continuing or (ii) if with regard to the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such AdvanceLenders collectively, the aggregate principal amount of Revolving Credit Outstandings outstanding Loans plus Letter of Credit Outstandings LOC Obligations outstanding shall not exceed the Total Revolving Credit CommitmentCommitted Amount. Within such limitsLoans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may borrowrequest, repay and reborrow under may be repaid and reborrowed in accordance with 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 Dateprovisions hereof; provided, however, that (x) during the Initial Interest Rate Period, all Eurodollar Loans shall have an Interest Period of one (1) month and (y) no Revolving Loan that is a more than 7 Eurodollar Rate Loan Loans shall be made which has an outstanding hereunder at any time. For purposes hereof, Eurodollar Loans with different Interest Period that extends beyond Periods shall be considered as separate Eurodollar Loans, even if they begin on the Stated Termination Date same date, although borrowings, extensions and (z) each Revolving Loan that is a Eurodollar Rate Loan conversions may, subject to in accordance with the provisions of Section 2.8hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period. Loans hereunder may be repaid only on and reborrowed in accordance with the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4provisions hereof.

Commitment. Subject (a) Each Lender severally, but not jointly with the other Lenders, agrees to lend to Borrower, subject to the terms and conditions of this Agreementherein set forth and in accordance with the Budget, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any its Pro Rata Share of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 DateLoan; provided, however, that in no event shall the aggregate amount of all advances disbursed to Borrower hereunder [,together with the aggregate LC Exposure,] exceed the aggregate amount of all the Commitments, and in no event shall any Lender’s Pro Rata Share of all advances disbursed to Borrower hereunder [,together with such Lender’s LC Exposure,] exceed such Lender’s Commitment. Interest shall accrue and be payable only on sums advanced hereunder for the period of time outstanding. Promptly following receipt of a requisition and all other required deliveries in regard to a requested advance of the proceeds of the Loan pursuant to Article III, Administrative Agent shall advise each Lender of the details of the requested advance and such Lender’s Pro Rata Share thereof and the requested advance date. Each Lender shall make its Pro Rata Share of such advance available to Administrative Agent in the manner provided in Section 2.17. This is not a revolving facility. No amount advanced hereunder may be re-advanced once repaid. (yb) no Revolving Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower to such Lender resulting from the portion of the Loan that is a Eurodollar Rate Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Commitment of each Lender, (ii) the amount of the portion of the Loan made which has an Interest Period that extends beyond hereunder by each Lender, (iii) the Stated Termination Date date and amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder in respect of the Loan and (ziv) both the date and amount of any sum received by Administrative Agent hereunder from Borrower in respect of the Loan and each Revolving Lender’s Pro Rata Share thereof. The entries made in such record shall be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided that the failure or delay of any Lender or Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of Borrower to repay the Loan that is (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement. (c) The obligation of Borrower to pay each Lender’s Pro Rata Share of the Loan, with interest, shall be evidenced by a Eurodollar Rate Note substantially in the form of Exhibit D attached hereto and made a part hereof, with appropriate insertions. Each Lender’s Note shall be dated as of the date hereof (or as of the date of the applicable assignment pursuant to Section 9.4) and shall be payable to the order of such Lender at the times provided in the Notes, and shall be in the principal amount of such Lender’s Commitment. Lenders have no intention of making advances under the Loan mayin excess of the aggregate face amount of the Notes. Borrower acknowledges and agrees, subject however, that, if, for any reason, the outstanding principal balance of the Loan outstanding from time to time exceeds the aggregate face amount of the Notes, the excess shall bear interest at the Default Rate, shall be payable, with accrued interest, ON DEMAND and shall be secured by all of the collateral described in the Security Instrument and all other Collateral for the Loan. The Notes shall not operate as a novation of any of the Obligations or nullify, discharge, or release any such Obligations or the continuing contractual relationship of the parties hereto in accordance with 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 additional payment, if any, required by Section 5.4this Agreement.

Commitment. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not Each Delayed Draw Term Loan shall be required to be requested in a minimum principal amount of $5,000,000 and shall have no obligation to make any increments of $1,000,000 in excess thereof (or, if less at such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if time, the Agent has accelerated the maturity of any remaining unfunded portion of the Notes as a applicable Delayed Draw Term Loan Commitment). Each Delayed Draw Term Loan made to Borrower shall result of in an Event of Default; provided further, however, that immediately after giving effect to each such Advance, immediate and permanent reduction in the applicable Delayed Draw Term Loan Commitment in the principal amount of Revolving Credit Outstandings plus Letter such Delayed Draw Term Loan so made, to be shared by the Lenders with Delayed Draw Term Loan Commitments of Credit Outstandings shall 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 exceed be reborrowed. Subject to clause (v) below, each Delayed Draw Term Loan shall, upon the Total Revolving Credit Commitment. Within such limitsfunding thereof, be on the same terms (as amended from time to time) (including pricing and maturity date) as, and become a part of and be of the same Class as, the Initial Term Loan. Each Delayed Draw Term Loan A Commitment shall terminate in its entirety on the applicable Delayed Draw Term Loan A Commitment Expiration Date. Each Delayed Draw Term Loan B Commitment shall terminate in its entirety on the applicable Delayed Draw Term Loan B Commitment Expiration Date. The Borrower may borrow, repay and reborrow make up to (i) two (2) Borrowings under the Revolving Credit Delayed Draw Term Loan A 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 Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (zii) each Revolving seven (7) Borrowings under the Delayed Draw Term Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4B Facility.

Commitment. Subject to (a) The Bank agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances loans to the Borrower under (the Revolving Credit Facility 'Loans') from time to time ----- during the period from the Closing Date until to the Revolving Credit Commit ment Termination Date on a pro rata basis in an aggregate amount not to exceed at any time outstanding the lesser from time to time (the 'Commitment') of (i) ---------- $30,000,000, as such amount may be reduced pursuant to Section 2.1(b) (such amount, as it may be so reduced, herein called the 'Maximum Commitment'), ------------------ and (ii) the Borrowing Base. The Borrower and the Bank agree that, pursuant to the DTSC Reserve Agreement and subject to the limits of the Commitment, the Borrower has agreed to set aside within the Commitment borrowing availability in the amount of $5,505,000, as such amount may be increased or de creased pursuant to Section 2.1(b) (such amount, as it may be so increased or decreased, herein called the 'DTSC Sub-Commitment'), to ------------------- provide financial assurance as required by the DTSC. The amount that would other wise be available to the Borrower from time to time for borrowing under the Commitment shall be reduced by the amount available to the Borrower from time to time for borrowing under the DTSC Sub-Commitment. Within the limits of the Commitment, the Borrower may borrow under this Section 2.1(a), prepay pursuant to Section 2.6(a) and reborrow under this Section 2.1(a). (b) The Borrower shall have the right, upon at least 10 Business Days' notice to the Bank, to terminate in whole or reduce in part the unused portion of the Maximum Commitment from time to time; provided, -------- however, that each partial reduction of the Maximum Commitment shall be in ------- the amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. The Borrower shall also have the right, upon at least 10 Business Days' notice to the Bank and subject to availability under the Commitment, to increase the DTSC Sub-Commitment from time to time. In addition, the DTSC Sub-Commitment shall be increased automatically (subject to availability under the Commitment) or decreased automatically (to the extent not then in use) from time to time to the amount as to the total borrowing requested by which the Borrower and the DTSC jointly notify the Bank in writing from time to time pursuant to the last sentence of Paragraph 1 of the DTSC Reserve Agreement. (c) If at any time on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding or before the Revolving Credit Commitment Termination Date the aggregate principal amount of the Loans outstanding exceeds the Borrowing Base (any such excess herein called an "Overadvance"), then the Borrower will repay such Overadvance in 4 ----------- substantially equal quarterly install ments, payable on the same dates on which interest is payable pursuant to Section 2.5(a), commencing on the second such interest-payment date occurring after such Overadvance is determined; provided, however, that, in addition to the interest payable on -------- ------- each Overadvance pursuant to Section 2.5, the unpaid principal amount of such LenderOveradvance shall bear an interest premium of 1% per annum (payable at --- ----- the same time as regular inter est) until such principal amount has been repaid in full; further provided, however, that amounts paid out of the ------- -------- ------- escrow account maintained pursuant to the Escrow Agreement while one or more Overadvances are outstand ing shall be applied first, to the payment ----- of interest then due on the Loans (including pursuant to the first proviso of this Section 2.1(c)), any fees due under this Agreement and any costs and expenses due under this Agreement, second, to the payment of the princi ------ pal-repayment installments then due on such Overad vances pursuant to this Section 2.1(c), third, to the payment of any regular principal-repayment ----- installments then due on the Loans pursuant to Section 2.4, fourth, to the ------ payment of any mandatory prepayments of princi pal then due on the Loans pursuant to Section 2.7, fifth, to the prepayment of any remaining ----- principal-repayment installments scheduled on such Overadvances pursuant to this Section 2.1(c), in inverse order of maturity, and sixth, if any amount ----- is remaining, to the Borrower; further provided, however, that the Lenders will not last ------- -------- ------- scheduled principal-repayment installment on each Overadvance shall be required and shall have no obligation in the amount necessary to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if repay in full the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the unpaid principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay Overadvance; 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; further provided, however, that (y) no Revolving Loan that is a Eurodollar Rate Loan the ------- -------- ------- repayment and prepayment of, and the payment of additional interest on, Overadvances as described above shall not be made which has an Interest Period that extends beyond required if the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan mayBorrower or the Guarantor provides the Bank additional collateral sufficient, subject in the sole judgment of the Bank, when added to the provisions of Section 2.8Collateral, be repaid only on to adequately secure the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4Obligations."

Commitment. (i) Subject to and upon the terms and conditions of this Agreementset forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make Advances a term loan or term loans (each an "Initial Term Loan" and, collectively, the "Initial Term Loans") to the Borrower, which Initial Term Loans shall (i) be incurred by the Borrower pursuant to a single drawing on the Initial Borrowing Date and (ii) not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Initial Term Loan Commitment of such Lender as in effect on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). (ii) Subject to Section 1.14 and the other terms and conditions set forth herein, each Lender which may have an Additional Term Loan Commitment severally agrees to make a term loan or term loans (each an "Additional Term Loan" and, collectively, the "Additional Term Loans" and, together with the Initial Term Loans, the "Term Loans") to the Borrower, which Additional Term Loans shall (i) at the option of such Lenders and the Borrower, be provided to the Borrower under pursuant to the existing Tranche of Term Loans or one or more Tranches of Additional Term Loans, (ii) be incurred by the Borrower pursuant to one or more drawings after the Initial Borrowing Date and prior to the Additional Loans Availability Termination Date and (iii) not exceed in initial aggregate principal amount for any Lender at the time of incurrence thereof the Additional Term Loan Commitment, if any, of such Lender as in effect on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)(i)). (iii) All Term Loans shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided that all Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 1.10(b), consist of Term Loans of the same Type. Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Credit Facility Loan Commitment severally agrees, at any time and from time to time from on and after the Closing Initial Borrowing Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested Maturity Date, to make a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to 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 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all other then outstanding Revolving Loans made by such Lender and (II) the Borrower on any day determined by product of (x) such Lender's Applicable Commitment Adjusted RL Percentage up to but not exceeding and (y) 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal aggregate amount of Revolving Credit Outstandings plus all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Total Revolving Credit Commitment. Within Loan Commitment at 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4time.

Commitment. Amounts borrowed under this Section 2.01(e) and repaid or prepaid may not be reborrowed. Term A-1 Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein. The Term B-2 Borrowing. Subject to the terms and conditions of this Agreementset forth herein and in the (f) Sixth Amendment, each (i) the Additional Term B-2 Lender severally agrees to make Advances a Term B-2 Loan to the Borrower under Company on the Revolving Credit Facility from time Sixth Amendment Effective Date in Dollars in a principal amount not 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 up to but not exceeding the Revolving Credit Commitment of such Lenderexceed its Additional Term B-2 Commitment, 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 an Event of Default has occurred and is continuing or (ii) if each Converting Consenting Term B-1 Lender agrees to have all of its outstanding Term B-1 Loans (or such lesser amount as notified and allocated to such Converting Consenting Term B-1 Lender by the Agent has accelerated Sixth Amendment Joint Lead Arrangers, as determined by the maturity Company and the Sixth Amendment Joint Lead Arrangers in their sole discretion) converted to an equivalent principal amount of any Term B-2 Loans effective as of the Notes as Sixth Amendment Effective Date and (iii) each Non-Converting Consenting Term B-1 Lender agrees to have all of its outstanding Term B-1 Loans prepaid and will purchase by assignment from the Additional Term B-2 Lender Term B-2 Loans in a result of an Event of Default; provided further, however, that immediately after giving effect principal amount equal to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay Term B-1 Loans (or such lesser amount as notified and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as allocated 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 Non-Converting Consenting Term B-1 Lender by the additional paymentSixth Amendment Joint Lead Arrangers, if anyas determined by the Sixth Amendment Joint Lead Arrangers and the Administrative Agent in their sole discretion). Amounts borrowed under this Section 2.01(f) and repaid or prepaid may not be reborrowed. Term B-2 Loans may be Base Rate Loans or Term SOFR Loans, required by Section 5.4as further provided herein. Borrowings, Conversions and Continuations of Loans.

Commitment. Subject to and upon the terms and conditions of this Agreementset forth herein, each the Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility agrees, at any time and from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as prior to the total borrowing requested Expiry Date (or such earlier date as the Commitment shall have been terminated pursuant to the terms hereof), to make an advance or advances (each an "Advance" and, collectively, the "Advances") to the Borrower, which Advance: (i) shall be made at any time and from time to time in accordance with the terms hereof on and after the Effective Date and prior to the Expiry Date; (ii) shall bear interest as provided in Section 2.07; (iii) may be prepaid and reborrowed in accordance with the provisions hereof; and (iv) shall be made against the pledge 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 LenderEligible Mortgage Loans, providedEligible Nonconforming Mortgage Loans, however, that the Lenders will not be required and shall have no obligation to make any Eligible HELOCs or Liquid Assets as Collateral for such Advance (i) so long as a Default or an Event of Default has occurred provided herein and is continuing or (ii) if in the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 DateWarehouse Security Agreement; provided, however, that (1) the aggregate principal amount of Advances outstanding at any time shall not exceed the lesser of (x) the Commitment and (y) no Revolving Loan that is a Eurodollar Rate Loan an amount equal to: the Borrowing Base, at such time minus (b) $2,000,000, (2) the aggregate principal amount of Advances outstanding at any time secured by Mortgage-backed Securities shall be made which has an Interest Period that extends beyond not exceed 0% of the Stated Termination Date Commitment, (3) the aggregate principal amount of Wet Advances outstanding at any time shall not exceed 40% of the Commitment, (4) the aggregate principal amount of Advances outstanding at any time secured by Jumbo Loans shall not exceed 40% of the Commitment, (5) the aggregate principal amount of Advances outstanding at any time secured by Eligible Nonconforming Mortgage Loans shall not exceed $5,000,000 (the "Nonconforming Commitment"), (6) the aggregate principal amount of Advances outstanding at any time secured by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate principal amount of Advances outstanding at any time secured by Credit B Loans shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate principal amount of Advances outstanding at any time secured by Credit C Loans shall not exceed 50% of the Nonconforming Commitment, (9) the aggregate principal amount of Advances outstanding at any time secured by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the aggregate principal amount of Advances outstanding at any time secured by Eligible HELOCs shall not exceed $5,000,000 (the "HELOC Commitment") and (z11) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions aggregate principal amount of Section 2.8, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied Advances outstanding at any time secured by the additional payment, if any, required by Section 5.4Eligible Nonconforming Mortgage Loans and Eligible HELOCs shall not exceed $5,000,000."

Commitment. Subject to the terms and conditions of this AgreementAgreement (including without limitation Section 2.3 hereof), each Lender Revolving Credit Bank severally and for itself alone agrees to make Advances to the Borrower under of the Revolving Credit Facility in any one or more of the Permitted Currencies to any of the Revolving Borrowers from time to time on any Business Day during the period from the Closing Effective Date hereof until (but excluding) the Revolving Credit Termination Maturity Date in an aggregate amount, based on a pro rata basis as the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, not to the total borrowing requested by the Borrower on exceed at any day determined by one time outstanding such LenderBank's Applicable Commitment Revolving Credit Percentage up to but not exceeding of the Revolving Credit Commitment Aggregate Commitment. Except as provided in Section 2.12 hereof, for purposes of such Lenderthis Agreement, providedAdvances in Alternative Currencies shall be determined, howeverdenominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth herein, that advances, repayments and readvances may be made under the Lenders will Revolving Credit. Advances of the Revolving Credit shall be subject to the following additional conditions and limitations: (a) A Permitted Borrower shall not be required and shall have no obligation entitled to make any such request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder (x) until (i) so long as with the approval of all Revolving Credit Banks, it has become a Default party to this Agreement either by execution and delivery of this Agreement, or an Event by execution and delivery of Default has occurred and is continuing or a Permitted Borrower Addendum to this Agreement, (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under unless waived in writing by the Revolving Credit Facility on Banks, it has become a Business Day from party to the Closing Date untilapplicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement to such Guaranty, but (as to borrowings and reborrowingsiii) not including, if required by the Revolving Credit Termination DateBanks, it has become a party to a Foreign Security Agreement, and (iv) unless waived in writing by the Revolving Credit Banks, Autocam has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those shares of stock issued by such Permitted Borrower and owned (directly or indirectly by Autocam) which are required to be encumbered and/or delivered under Section 8.21 hereof, as applicable, and accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent and the Majority Banks hereunder; provided, however, that and (y) no Revolving Loan that is if it ceases to be, directly or indirectly, a Eurodollar Rate Loan shall be 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 the provisions 100% Subsidiary 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 additional payment, if any, required by Section 5.4Autocam.

Commitment. Subject to the terms and conditions set forth herein, (i) the Issuing Bank agrees, in reliance upon the agreements of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Effective Date until the Revolving LC Availability Termination Date, to issue, increase, or extend the expiration date of Letters of Credit Termination Date on a pro rata basis as to denominated in Dollars or in one or more Alternative Currencies for the total borrowing requested by account of the Borrower on or the Parent or any day determined by other Subsidiary (in which case the Borrower and the Parent or such Lender's Applicable Commitment Percentage up other Subsidiary shall be co-applicants with respect to but not exceeding the Revolving Credit Commitment such Letter of such LenderCredit), providedin accordance with subsection (b) below, 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity Revolving Lenders severally agree to participate in Letters of Credit and any of the Notes as a result of an Event of DefaultLC Disbursements thereunder; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving any LC Credit Outstandings plus Extension with respect to any Letter of Credit Outstandings Credit, (A) the Revolving Outstanding Amount shall not exceed the Total 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 CommitmentExposure 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 such the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may borrowmay, repay during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reborrow under 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 will be issued, increased or extended unless: (i) such Letter of Credit has an expiration date not later than the earlier of (A) five (5) Business Days prior to 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 Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Maturity Date and (zB) each one (1) year from the issuance thereof (or, in the case of an extension, one (1) year from the extension thereof); provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Revolving Loan that Maturity Date), so long as such Letter of Credit is a Eurodollar Rate Loan may, subject to the provisions of Section 2.8, be repaid only on the last day a right of the Interest Period with respect thereto unless Issuing Bank to prevent any such payment renewal from occurring by giving notice to the beneficiary of such Letter of Credit at least thirty (30) days in advance of such renewal; (ii) such Letter of Credit is accompanied by in form and substance acceptable to the additional paymentIssuing Bank in its reasonable discretion; and (iii) the Borrower, and if anysuch Letter of Credit is for the account of the Parent or any other Subsidiary, required by Section 5.4the Parent or such other Subsidiary, has delivered to the Issuing Bank a completed and executed Letter of Credit Application and a completed Letter of Credit Request.

Commitment. (a) Subject to the terms and conditions provisions of this Agreement, each Lender severally agrees Bank shall extend to make Advances Debtor: (i) a secured revolving line of credit (the "Revolving Credit"), in the amount of Six Million Four Hundred Thousand Dollars ($6,400,000.00), or so much thereof as shall be advanced or readvanced, bearing interest and being payable in accordance with the terms of that certain Revolving Promissory Note of even date herewith, made by Debtor, and payable to the Borrower under order of Bank in the original principal amount of Six Million Four Hundred Thousand Dollars ($6,400,000.00), or so much thereof as shall be advanced or readvanced, and all extensions, renewals and/or modifications thereof and/or substitutions therefor (collectively the "Revolving Credit Facility Note"); and (ii) a secured revolving equipment line of credit (the "Equipment Line"), in the amount of Two Million Dollars ($2,000,000.00), or so much thereof as shall be advanced or readvanced, bearing interest and being payable in accordance with the terms of one or more Term Promissory Notes to be made from time to time from by Debtor, and payable to the Closing Date until order of Bank, each of which shall be substantially in the form of Exhibit "A" attached hereto and incorporated herein by this reference, and all extensions, renewals and modifications thereof and/or substitutions therefor (individually an "Equipment Note" and collectively the "Equipment Notes"). (b) The Revolving Credit and/or the Equipment Line are sometimes herein individually and/or collectively referred to as the "Loan", and the Revolving Credit Termination Date Note and/or any one or more or all of the Equipment Notes are sometimes herein individually and/or collectively referred to as the "Note". (c) Debtor hereby authorizes Bank (at any time upon or after prior notice shall have been sent by Bank to Debtor) to charge Debtor's operating account maintained at Bank for the payment of any and all of the "Obligations" (hereinafter defined) as and when the same fall due. (d) Bank agrees that it shall not charge any line of credit and/or commitment fees to Debtor in connection with the Loan on a pro rata basis as to or before December 31, 1997, except with the total borrowing requested by prior written consent of Debtor. Notwithstanding the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lenderforegoing, provided, however, Bank and Debtor understand and agree that the Lenders will foregoing does not be required and shall have no obligation to make relate to, among other things, any such Advance (i) so long as a Default or an applicable late charges, prepayment fees, other prepayment-related amounts and/or attorneys' fees incurred by Bank in connection with the occurrence of any "Event of Default has occurred and is continuing or Default" (as hereinafter defined), that may become owing under the Loan, and/or (ii) if the Agent has accelerated the maturity fees for issuance and/or renewal by Bank of any of the Notes as a result "Letters of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 Credit" (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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4hereinafter defined).

Commitment. Use of Proceeds. (a) Subject to and upon the terms and conditions herein set forth, the Lender has made to Borrower on the Closing Date, the Term Loan in an aggregate amount of this Agreementthe Lender’s Term Loan Commitment. The Term Loan is a term loan and, each Lender severally agrees therefore, Borrower shall not be entitled to make obtain any further or additional Advances to on the Borrower under Term Loan after the Revolving Credit Facility from time to time from Closing Date. (b) The amount advanced on the Term Loan on the Closing Date until shall be deemed to be an ABR Advance. The Term Loan shall, at 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 option of such LenderBorrower, providedbe continued as, howeveror converted into, part of one or more Borrowings that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default consist entirely of ABR Advances or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the Eurodollar Advances. The aggregate principal amount of Revolving Credit Outstandings plus Letter each Borrowing under the Term Loan shall in the case of Credit Outstandings Eurodollar Advances be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the case of ABR Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser amount as shall then equal the outstanding balance of the Term Loan. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article III exceed five; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of ABR Advances under the Term Loan shall be considered as one Borrowing. The parties hereto agree that the aggregate principal balance of the Term Loan shall not exceed the Total Revolving Credit Term Loan Commitment. Within such limits, . (c) The proceeds of the Borrower may borrow, Term Loan shall be used solely for the following purposes: (i) To repay and reborrow under in full the Revolving Credit Uncommitted Line 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 the provisions of Section 2.8, be repaid only on the last day portion of the Interest Period outstanding principal of the SunTrust Loan incurred in connection with respect thereto unless such payment is accompanied by the additional paymentArrowhead Acquisition; (ii) To pay all transaction fees and expenses incurred in connection with this facility including any fees and costs and expenses, if anyincluding attorneys’ fees, required by Section 5.4of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys’ fees, of the Borrower.

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower Borrowers, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Term Facility, the Revolving Facility, the Swingline Facility and the Incremental Facility, as set forth below: (a) Loans under the Term Facility (each a “Term Loan” and, collectively, the “Term Loans”) (i) shall be made pursuant to a single borrowing on the Closing Date and (ii) shall not exceed in aggregate principal amount for any Lender at the time of incurrence thereof the Term Commitment, if any, of such Lender. Once repaid, Term Loans borrowed on the Closing Date may not be reborrowed. (b) Loans under the Revolving Credit Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) shall be made at any time and from time to time from on or after the Closing Date until and prior to the Revolving Credit Termination Date on a pro rata basis Facility Final Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the total borrowing requested by the Borrower on any day determined by product of (x) such Lender's Applicable Commitment ’s Revolving Percentage up to but not exceeding and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Credit Commitment of such Lender at such time and (v) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrowers shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrowers shall repay in full each Swingline Loan on the earlier to occur of (1) the date five (5) Business Days after such Swingline Loan is made and (2) the Swingline Expiry Date; provided, however, that the Lenders will Borrowers shall not be required request, and the Swingline Lender shall have no obligation not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any such Advance (i) so long as Swingline Loan after receiving a written notice from the Borrowers or any Lender stating that a Default or an Event of Default has occurred exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall give to the Swingline Lender promptly upon the discontinuance of such Default or Event of Default) or (ii) if the Agent waiver of such Default or Event of Default in accordance with this Agreement. Also, the Swingline Lender shall not have any obligation to make any Swingline Loan in the event a Lender Default exists (unless the Swingline Lender has accelerated entered into arrangements satisfactory to it and the maturity of Borrowers to eliminate the Swingline Lender’s risk with respect to any such Defaulting Lender’s or Lenders’ obligations to fund Mandatory Borrowings, including by collateralizing such Defaulting Lender’s or Lenders’ Revolving Percentages of the Notes as Swingline Loans outstanding from time to time). On any Business Day, the Swingline Lender may in its sole discretion, give notice to the Lenders that all then outstanding Swingline Loans shall be funded with a result Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default; provided further), howeverin which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, that a “Mandatory Borrowing”) shall be made on the immediately after giving effect succeeding Business Day by all Lenders with a Revolving Commitment pro rata based on such Lender’s Revolving Percentages and the proceeds thereof shall be applied directly to the Swingline Lender to repay such outstanding Swingline Loans. Each Lender with a Revolving Loan Commitment hereby irrevocably agrees to make such Revolving Loans upon one Business Day’s notice pursuant to each such Advance, Mandatory Borrowing in the principal amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of Revolving Credit Outstandings plus Letter the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) the date of Credit Outstandings shall not exceed such Mandatory Borrowing and (iv) any reduction in the Total Revolving Credit CommitmentCommitment after such Swingline Loans were made. Within In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrowers), each Lender with a Revolving Commitment hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty), by assignment, such limitsoutstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages, provided that all interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective purchase is made and, to the extent attributable to such purchase, shall be payable to such Lender purchasing same from and after such date of purchase. Each Lender’s obligations pursuant to the preceding sentence shall be absolute and unconditional. (d) In addition to the foregoing, Incremental Revolving Commitments and/or Incremental Term Loans may be provided under this Agreement as described in Section 2.14. (e) Notwithstanding any contrary provision of this Agreement, the Borrower Borrowers and the Swingline Lender may borrowenter into a separate agreement providing for the operation of the Swingline Facility, repay and reborrow under including without limitation, the integration of the Swingline Facility into the Borrowers’ operating accounts. The terms of any such separate agreement shall control over any contrary provision of this Agreement, provided that such separate agreement may not alter (i) the rates of interest applicable to Swingline Loans, (ii) the amount of the Swingline Commitment, (iii) the amount of the Revolving Credit Facility Commitment, (iv) the Swingline Expiry Date or the date on a Business Day from which any Swingline Loan is required to be paid, or (v) increase or otherwise change the Closing Date until, but (Lenders’ respective obligations to fund Mandatory Borrowings or purchase Swingline Loans 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 Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional payment, if any, required by Section 5.4set forth herein.

Commitment. (a) Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, each Lender severally agrees to make Advances Loans to the Borrower under the Revolving Credit Facility Companies, which may be either "A" Loans to HomeGold or "B" Loans to CII, at any time and from time to time from on or after the Closing Date until date hereof and to, but not including, the Revolving Credit Termination Date on a pro rata basis as Maturity Date, in an aggregate principal amount at any time outstanding to the total borrowing requested by Companies not to exceed the Borrower on any day determined by amount of such Lender's Applicable Commitment, as such Commitment Percentage up to but not exceeding may be reduced in accordance with the Revolving Credit Commitment provisions of such Lender, provided, however, that this Agreement. (b) Notwithstanding the Lenders will not be required and shall have no obligation to make any such Advance foregoing (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings Loans outstanding at any time to the Companies on a combined basis shall not exceed the lesser of (A) the Total Revolving Credit CommitmentCommitment and (B) the then current Borrowing Base of the Companies on a combined basis, (ii) the aggregate principal amount of "A" Loans outstanding at any time to HomeGold shall not exceed the then current Borrowing Base of HomeGold on an individual basis, (iii) the aggregate principal amount of "B" Loans outstanding at any time to CII shall not exceed the lesser of (A) $35,000,000 and (B) the then current Borrowing Base of CII on an individual basis, and (iv) the aggregate principal amount of Wet Loans shall not at any time exceed the Wet Mortgage Loan Sublimit. The Total Commitment and the Commitment of each Lender shall automatically and permanently be reduced to zero on the Maturity Date. Within such limitsthe limits of time and amount set forth in this Section 2.01, the Borrower Companies 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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, hereunder subject to 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 additional payment, if any, required by Section 5.4this Agreement.

Commitment. (a) [The initial advance of the proceeds of the Loan on the Closing Date shall not exceed $_____________ (the “Initial Advance”).] Subject to the terms and conditions of this Agreementset forth herein, each Lender severally ▇▇▇▇▇▇ agrees to make Advances the [Initial Advance/Loan] to Borrower on the Closing Date; provided that, if for any reason the full amount of the [Initial Advance/Loan] is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled. The Loan shall bear interest at the rate provided in Section 2.4. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇▇ and the satisfaction of all conditions precedent pursuant to Section 3.1 shall be deemed to constitute Borrower’s request to borrow the [Initial Advance/Loan] on the Closing Date. Borrower shall receive only one borrowing hereunder in respect of the [Initial Advance/Loan] and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed[/, and the Commitments with respect to the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable] shall terminate upon the full funding of the TI, Leasing & CapEx Holdback [describe additional holdbacks or reserves, as applicable]. (b) Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of Borrower under to Lender resulting from the Revolving Credit Facility advance of the Loan by ▇▇▇▇▇▇, including the amounts of principal and interest payable thereon and paid to Lender from time to time from under this Agreement. The entries made in such record shall be prima facie evidence of the Closing Date until existence and amounts of the Revolving Credit Termination Date on a pro rata basis as obligations of Borrower therein recorded; provided that the failure or delay of Lender in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of Borrower to repay the total borrowing requested Loan (both principal and unpaid accrued interest) in accordance with the terms of this Agreement. (c) ▇▇▇▇▇▇▇▇’s obligation to pay the principal of, and interest on, the Loan shall be evidenced by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding Note. ▇▇▇▇▇▇ has no intention of making advances under the Revolving Credit Commitment Loan in excess of such Lender, providedthe aggregate face amount of the Note. ▇▇▇▇▇▇▇▇ acknowledges and agrees, however, that that, if, for any reason, the Lenders will not outstanding principal balance of the Loan outstanding from time to time exceeds the face amount of the Note, the excess shall bear interest at the Default Rate, shall be required payable, with accrued interest, ON DEMAND and shall have no obligation be secured by all of the collateral described in the Security Instrument and all other Collateral for the Loan. (d) [Upon Borrower’s written request to make any such Advance Lender using the form of draw request attached hereto as Exhibit 2.1(d), and subject to the other terms and conditions with respect to the TI, Leasing & CapEx Holdback set forth in this section, Lender shall advance a portion of Loan proceeds in an aggregate amount not to exceed $_______________ (the “TI, Leasing & CapEx Holdback”) within ten (10) Business Days after Borrower’s request. The amount of the TI, Leasing & CapEx Holdback to be disbursed hereunder shall be the lesser of $______________ or the amount requested by ▇▇▇▇▇▇▇▇. The TI, Leasing & CapEx Holdback funds shall only be available during the first two (2) years of the initial term of the Loan, and shall be capped at $_____ per rentable square foot of the Property for tenant improvements and at _________ percent (___%) for leasing commissions, unless otherwise approved in writing by Lender. On a one-time basis, Borrower may draw from the TI, Leasing & CapEx Holdback up to $________ for tenant improvements without a corresponding executed Approved Lease. Borrower shall use the proceeds of the TI, Leasing & CapEx Holdback to pay or to reimburse Borrower for the documented costs and expenses (including, but not limited to, expenses for Tenant Improvements, leasing commissions, tenant allowances, capital expenditures and other leasing costs and other costs associated with retaining Tenants at the Property) approved in writing by ▇▇▇▇▇▇. The following shall be conditions precedent to the funding the TI, ▇▇▇▇▇▇▇ & CapEx Holdback: (i) so long no Default or Event of Default shall have occurred and be continuing on the date of Borrower’s written request for funding of the TI, Leasing & CapEx Holdback; (ii) Borrower shall provide Lender with reasonable documentation of the costs and expenses for which the TI, Leasing & CapEx Holdback is to be used; (iii) [intentionally omitted]; (iv) Borrower shall have provided to Lender such other reports, data, lien waivers, information and certificates as Lender may reasonably request with respect to Borrower and the Property; and (v) on the date of the advance of the TI, Leasing & CapEx Holdback, the representations and warranties made in this Agreement and in the other Loan Documents shall be true and correct in all material respects with the same effect as if made on such date, subject to any applicable changes in such representations and warranties resulting from changes in factual matters which do not constitute a material Default or an Event of Default has occurred Default, and is continuing or changes disclosed by Borrower in writing to Lender, including, without limitation, in the financial and other reports and information delivered to Lender pursuant to Section 6.1 of this Agreement. Borrower shall be entitled to an advance from the TI, Leasing & CapEx Holdback only in an amount provided by this Section 2.1, but not less than $10,000.00 per advance (ii) if other than the Agent has accelerated final advance). Advances shall not be made more frequently than once each calendar month, and Lender may, at its discretion, disburse such advances directly to the maturity recipient of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay costs 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.expenses approved hereunder.]18

Commitment. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally agrees to make Advances a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrower, which Loans shall be drawn, to the extent such Lender has a Commitment under such Facility, under the Revolving Facility, the Swingline Facility and the Incremental Facility, as set forth below: (i) The parties hereto acknowledge and agree that Loans made prior to the Closing Date under the Term Facility (each a “Term Loan A-1” and, collectively, the “Term Loans A-1”) were made pursuant to the Existing Credit Agreement and such outstanding Term Loans shall be subject to Section 6.3. The Borrower LEGAL02/38433738v11 acknowledges and agrees that aggregate outstanding principal amount of the Term Loans A-1 as of the Closing Date is $60,000,000 and the outstanding principal amount of each Term Loan A-1 held by each Term Lender as of the Closing Date (both immediately prior to the Closing Date and on the effectiveness of this Agreement after giving effect to the reallocations described in Section 6.3) is set forth on Annex 1.1C opposite the name of such Lender. Once repaid or prepaid, Term Loans A-1 may not be reborrowed. (ii) Subject to the terms and conditions set forth herein, each Term Lender with a Term Loan A-2 Commitment severally agrees to make to the Borrower a single loan denominated in Dollars (each a “Term Loan A-2” and, collectively, the “Term Loans A-2”) in a principal amount equal to such Lender’s Term Loan A-2 Commitment on the Closing Date. Amounts borrowed under this clause (a)(ii) and repaid or prepaid may not be reborrowed. (b) Loans under the Revolving Facility (each a “Revolving Loan” and, collectively, the “Revolving Loans”) (i) were made pursuant to “Revolving Commitments” under and as defined in the Existing Credit Facility Agreement prior to the Closing Date and such Revolving Loans shall be subject to Section 6.3, (ii) on and after the Closing Date shall, subject to the terms and conditions herein, be made at any time and from time to time prior to the Revolving Facility Final Maturity Date, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) 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 Revolving Percentage and (y) the sum of (I) the aggregate amount of Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Swingline Loans then outstanding, equals the Revolving Commitment of such Lender at such time and (vi) shall not exceed in aggregate principal amount at any time outstanding, when added to the sum of (x) the aggregate amount of Letters of Credit Outstandings at such time and (y) the aggregate principal amount of all Swingline Loans then outstanding, the Total Revolving Commitment. The Borrower shall repay all outstanding Revolving Loans on the Revolving Facility Final Maturity Date. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees, at any time and from time to time after the Closing Date until the Revolving Credit Termination Date on a pro rata basis as and prior to the total borrowing requested by Swingline Expiry Date, to make a loan or loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time, the Total Revolving Commitment then in effect, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. The Borrower shall repay in full each Swingline Loan on any day determined by the earlier to occur of (1) the date five (5) Business Days after such Lender's Applicable Commitment Percentage up to but not exceeding Swingline Loan is made and (2) the Revolving Credit Commitment of such Lender, Swingline Expiry Date; provided, however, that the Lenders will Borrower shall not be required request, and the Swingline Lender shall have no obligation not make, any Swingline Loan to refinance another outstanding Swingline Loan. The Swingline Lender shall not make any such Advance (i) so long as Swingline Loan after receiving a written notice from the Borrower or any Lender stating that a Default or an Event of Default has occurred exists and is continuing or (ii) if until such time as the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings Swingline Lender 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4.have received written LEGAL02/38433738v11

Commitment. Subject to GM agrees, upon the terms and subject to the conditions set forth herein, to make available to the Borrower: (a) during the period commencing on the Tranche A Effective Date and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “Tranche A Loans”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, each Lender severally agrees (ii) without giving effect to make Advances such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the Borrower under nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing aggregate amount requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding in the Revolving Credit Commitment of such Lender, provided, however, that applicable Advance Request in accordance with Section 2.02(a) and (b) the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal aggregate amount of Revolving Credit Outstandings plus Letter of Credit Outstandings all outstanding Tranche A Loans shall not exceed the Total Revolving Credit Tranche A Commitment. Within The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date. (b) during the period commencing on the Tranche B Effective Date and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such limitsloans, collectively, the Borrower “Tranche B Loans”), which Tranche B Loans may borrowbe repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as ii) without giving effect to borrowings and reborrowings) not includingsuch Tranche B Advance, the Revolving Credit Termination Date; provided, however, that sum of (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond Specified Availability as of the Stated Termination Date and date of the applicable Advance plus (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to 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 additional paymentamount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 5.42.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date. (c) during the period commencing on the Tranche C Effective Date and ending on the Tranche C Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche C Commitment then in effect (all such loans, collectively, the “Tranche C Loans” and together with the Tranche A Loans and the Tranche B Loans, the “Loans” or each individually, a “Loan”), which Tranche C Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche C Advance shall not exceed the least of (i) the unused portion of the Tranche C Commitment then in effect, (ii) without giving effect to such Tranche C Advance, the sum of (x) Specified Availability as of the date of the applicable Advance plus (y) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) less (z) the amount by which the Tranche B Commitment exceeds the Tranche B Loans then outstanding (provided that the conditions to Tranche B Loans set forth in Section 4.03 are satisified and Tranche B Loans are available to the Borrower on the date of the Advance Request and on the date for which the Advance has been requested in respect of such Tranche C Loan), and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche C Loans shall not exceed the Tranche C Commitment then in effect. The Tranche C Commitment shall terminate immediately and without further action on the Tranche C Termination Date.

Commitment. Subject to and upon the terms and conditions of this Agreementconditions, and subject to the limitations, herein set forth, each Lender severally agrees to make Advances Loans to Borrower, which Loans shall be drawn, to the Borrower extent such Lender has a commitment under such Facility, under Facility-1, Facility-2 and the Revolving Credit Facility VAT Facility, as set forth below: (a) Loans under Facility-1 (each, together with Facility-1 Loans deemed made pursuant to SECTION 1.5(b), a "Facility-1 Loan" and, collectively, the "Facility-1 Loans") shall (i) be made 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 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit 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 during the Closing Date untilFacility-1 Availability Period, but (as ii) constitute Tranche A Loans if such Loans are EXIM Qualified and are made prior to borrowings the Facility-1 Refinancing Date, (iii) constitute Tranche C Loans if such Loan are not EXIM Qualified and reborrowingsdo not exceed $55,000,000 in aggregate original principal amount, (iv) constitute Tranche B Loans if such Loans are not Loans or Tranche C Loans, (v) not includingexceed in aggregate principal amount for any Lender with respect to any incurrence thereof the Facility-1 Commitment of such Lender as in effect on the date of such incurrence and (vi) to the extent made in any calendar year, not exceed in the aggregate the sum of the Base Financing Percentage plus the Contingent Financing Percentage, if any, for such calendar year of QUALCOMM Costs required to be paid in such calendar year; provided that, with respect to all of the foregoing, no Loans that are EXIM 1. Qualified will be made under Facility-1 after the Facility-1 EXIM Loans Closing Date. Once repaid, Facility-1 Loans may not be reborrowed. (b) Loans under Facility-2 (each a "Facility-2 Loan" and, collectively, the Revolving Credit Termination "Facility-2 Loans") shall (i) be made from time to time on a Business Day during the Facility-2 Availability Period, (ii) constitute (x) Tranche A Loans if such Loans are EXIM Qualified and are made prior to the Facility-2 Refinancing Date or (y) Tranche B if such Loans are not EXIM Qualified or are made on and after the Facility-2 Refinancing Date, (iii) not exceed in aggregate principal amount with respect to any incurrence thereof the Facility-2 Commitment of such Lender as in effect on the date of such incurrence and (iv) to the extent made in any calendar year, not exceed in the aggregate the sum of the Base Financing Percentage plus the Contingent Financing Percentage, if any, for such calendar year of QUALCOMM Costs required to be paid in such calendar year; provided that, with respect to all of the foregoing, no Loans that are EXIM Qualified will be made under Facility-2 after the Facility-2 EXIM Loans Closing Date. Once repaid, Facility-2 Loans may not be reborrowed. (c) Loans under the VAT Facility (each, a "VAT Loan" and, collectively, the "VAT Loans") (i) shall, except for the Existing VAT Loans, be made at any time and from time to time on a Business Day during the VAT Facility Availability Period, (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not exceed (inclusive of the Existing VAT Loans and giving effect to any incurrence) for any Lender in aggregate principal amount at the time of the incurrence thereof the VAT Loan Commitment of such Lender at such time. (d) Notwithstanding anything in this Agreement to the contrary, no Lender shall be obliged to make any Loan, to the extent that the initial aggregate principal amount of all Loans (other than Loans representing the capitalization of interest pursuant to SECTION 1.8) made hereunder shall exceed the Total Commitment. (e) Long-Term Loans which are incurred on or after the Effective Date shall be allocated among Tranche A, Tranche B and Tranche C Loans in the following priority: First, to Tranche A Loans to the extent of 85% of each Invoice for QUALCOMM Costs allocable to the sale of equipment and to the provision of services in the U.S.; Second, to Tranche C Loans to the extent of the availability thereof; and Third, to Tranche B Loans to the extent of the availability thereof; provided, however, that (y) no Revolving Loan upon receiving confirmation satisfactory to QUALCOMM from the Export Import Bank of the U.S. that is costs reflected in any Invoice are, or are not, EXIM Qualified, QUALCOMM may, but shall not be obligated to, redesignate Tranche A Loans, in whole or part, in order of priority according to availability, to be Tranche C Loans or Tranche B Loans and, upon written notice to Administrative Agent, with a Eurodollar Rate copy thereof to Borrower, the interest accrued pursuant to each such redesignated Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date retroactively adjusted and (z) each Revolving Loan that is a Eurodollar Rate Loan maypaid, subject to the provisions of Section 2.8or credited, be repaid only as applicable, on the last day of the next succeeding Interest Period Payment Date; provided further, that with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 5.4.to Loans made under Facility-

Commitment. Subject to and upon the terms and conditions herein set forth (including, in the case of Incremental B Term Loans, the terms and conditions of this AgreementSection 1.14), each Lender severally agrees to make Advances and/or continue a loan or loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower, as set forth below: (a) Loans under the Initial B Term Facility (each, an “Initial B Term Loan” and, collectively, the “Initial B Term Loans”) (i) shall be made to the Borrower by each Lender with an Initial B Term Commitment pursuant to a single drawing on the Initial Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all Initial B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Initial B Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Initial B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may be made no earlier than the fourth Business Day, and no later than the fifth Business Day, after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of Initial B Term Loans the Initial B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Initial B Term Loans may not be reborrowed. (b) Loans under the Delayed-Draw Term Facility (each, a “Delayed-Draw Term Loan” and, collectively, the “Delayed-Draw Term Loans”) (i) shall be made to the Borrower by each Lender with a Delayed-Draw Term Commitment pursuant to one or more drawings after the Initial Borrowing Date for the purposes described in Section 5.05(b), (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Delayed-Draw Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Delayed-Draw Term Loans of the same Type and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of Delayed-Draw Term Loans the Delayed-Draw Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Delayed-Draw Term Loans may not be reborrowed. (c) Loans under the Revolving Credit Facility (each, an “RF Loan” and, collectively, the “RF Loans”) (i) shall be made to the Borrower at any time and from time to time from on and after the Closing Initial Borrowing Date until and prior to the RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of RF Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of RF Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of Initial B Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender in aggregate principal amount at any time outstanding that amount which, when added to such Lender’s Percentage of the sum of (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time and (y) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time, equals the Revolving Credit Termination Commitment, if any, of such Lender at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Lender agrees to make at any time and from time to time after the Initial Borrowing Date on a pro rata basis as and prior to the total borrowing requested by Swingline Expiry Date, a loan or loans to the Borrower on (each, a “Swingline Loan,” and, collectively the “Swingline Loans”), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any day determined by time outstanding, when combined with the aggregate principal amount of all RF Loans then outstanding (exclusive of RF Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such Lender's Applicable time, an amount equal to the Total Revolving Commitment Percentage up then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to but not exceeding the Revolving Credit Commitment of such Lendercontrary contained in this Section 1.01(d), provided, however, that (i) the Lenders will Swingline Lender shall not be required and shall have no obligation obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RF Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Advance Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of RF Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 8.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 8), in which case a Borrowing of RF Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RF Lenders pro rata based on each RF Lender’s Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each RF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) so long as that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 4.02 or 4.03 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing or continuing, (iiiv) if the Agent has accelerated date of such Mandatory Borrowing and (v) any reduction in the maturity of Total Revolving Commitment after any of such Swingline Loans were made. In the Notes event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of an Event the commencement of Default; a proceeding under the Bankruptcy Code in respect of the Borrower), each RF Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the RF Lenders to share in such Swingline Loans ratably based upon their respective Percentages, provided furtherthat (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, howeverto the extent attributable to the purchased participation, that immediately shall be payable to the RF Lender purchasing same from and after giving effect such date and (y) at the time any purchase of participations pursuant to each such Advancethis sentence is actually made, the purchasing RF Lender shall be required to pay the Swingline Lender interest on the principal amount of Revolving Credit Outstandings plus Letter participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of Credit Outstandings payment for such participation, at the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to RF Loans maintained as Base Rate Loans hereunder for each day thereafter. (f) Loans under the Incremental B Term Facility (each, an “Incremental B Term Loan” and, collectively, the “Incremental B Term Loans”) (i) shall be made to the Borrower by each Lender with an Incremental B Term Commitment pursuant to a single drawing on the respective Incremental B Term Loan Borrowing Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental B Term Loans incurred on such Incremental B Term Loan Borrowing Date shall be added to the then outstanding Borrowings of Initial B Term Loans as provided in Section 1.14(c) and (iii) shall not exceed in an aggregate principal amount for any Lender in respect of any incurrence of Incremental B Term Loans the Total Revolving Credit Incremental B Term 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 Revolving Loan that is a Eurodollar Rate Loan shall be 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 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 additional payment, if any, required by Section 5.4of such Lender as in effect immediately prior to such incurrence. Once repaid, Incremental B Term Loans may not be reborrowed.

Commitment. (a) Subject to the terms and conditions set forth herein, Investor hereby commits to contribute (or cause to be contributed) (the “Closing Contribution”) to SPV, at or prior to the Effective Time, cash in the amount of up to US$450,000,000 (such amount, as may be reduced pursuant to this Section ‎1(a), the “Closing Commitment”), as consideration for the Subscription Shares (as defined in the SSA) issued to CTB. Such Closing Commitment shall be used by SPV, to the extent necessary, solely for the purpose of funding SPV’s obligation under the SPV ECL to fund a portion of the aggregate Per Share Merger Consideration required to be paid by Parent pursuant to the Merger Agreement. Investor shall not, under any circumstances, be obligated to contribute, directly or indirectly, more than the Closing Commitment to SPV or any other Person pursuant to the terms of this Agreementletter agreement, each Lender severally agrees to make Advances to and the Borrower under the Revolving Credit Facility 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 up to but not exceeding the Revolving Credit Commitment liability 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 an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings Investor hereunder shall not exceed the Total Revolving Credit Commitmentamount of the Closing Commitment less any portion of the Closing Commitment that has been funded in accordance with the terms hereof. Within such limits, The amount of the Borrower may borrow, repay and reborrow Closing Commitment to be funded under this letter agreement shall be reduced to the extent (x) SPV’s commitment under the Revolving Credit Facility on a Business Day from SPV ECL is reduced pursuant to the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that terms thereof or (y) no Revolving Loan SPV does not require all of the funds to satisfy its payment obligations under the SPV ECL. (b) Subject to the terms and conditions set forth herein, Investor hereby commits to contribute (or cause to be contributed) (the “PTF Contribution”) to SPV cash in the same amount equal to the SPV’s Guaranteed Obligations that become due and payable pursuant to the SPV LG up to US$9,906,707 (such amount, as may be reduced pursuant to this Section ‎1‎(b), the “PTF Commitment”), as consideration for the Subscription Shares issued to CTB, at such time when such Guaranteed Obligations become due and payable pursuant to the SPV LG. Such PTF Commitment shall be used by SPV, to the extent necessary, solely for the purpose of funding SPV’s obligation under the SPV LG to pay any Guaranteed Obligations when they become due and payable (but only up to an aggregate amount of the Maximum Amount as provided in the SPV LG). Investor shall not, under any circumstances, be obligated to contribute, directly or indirectly, more than the PTF Commitment to SPV or any other Person pursuant to the terms of this letter agreement (other than Section ‎1(a)), and the liability of Investor hereunder (other than under Section ‎1(a)) shall not exceed the amount of the PTF Commitment less any portion of the PTF Commitment that has been funded in accordance with the terms hereof. The amount of the PTF Commitment to be funded under this letter agreement shall be reduced to the extent (x) SPV’s obligation under the SPV LG to pay any Guaranteed Obligations is relieved, released or terminated pursuant to the terms thereof or any other agreement between the SPV and the Company or (y) SPV has any alternative funds to satisfy the Guaranteed Obligations under the SPV LG. (c) Investor may effect the Closing Contribution or PTF Contribution directly or indirectly through (x) one or more Affiliates of Investor or (y) any investment fund or vehicle advised or managed by Investor or any of its Affiliates or (z) any Person that is a Eurodollar Rate Loan limited or general partner of Investor or any of such investment funds or vehicles. (d) For the avoidance of doubt, in no event shall Investor be made which has an Interest Period that extends beyond obligated to contribute both the Stated Termination Date Closing Contribution and the PTF Contribution. (ze) each Revolving Loan that is a Eurodollar Rate Loan may, subject to To the provisions of Section 2.8, be repaid only on extent SPV does not require the last day full amount of the Interest Period with Closing Contribution or PTF Contribution funded by Investor to satisfy its obligations under the SPV ECL or SPV LG, as the case may be, or receives any refund in respect thereto unless of the Closing Contribution or PTF Contribution or if any portion thereof is otherwise returned to SPV, SPV shall promptly (but in any event within 10 Business Days) distribute such payment is accompanied by the additional payment, if any, required by Section 5.4amount to Investor or its designee.