Common use of Commitments Clause in Contracts

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

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

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

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

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

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

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

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

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

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth in this Agreement (including Sections 2.3 and 6), the Hermes Export Credit Guarantee Documents and the general conditions of Hermes, and for the purposes described in Section 2.5, each Lender severally agrees to make, pro rata based on its Proportionate Share, to Borrower (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrowerand, in each case from time to time during the period from the date hereof to the Commitment Termination Dateany event, in an aggregate principal amount not to exceed exceeding such ▇▇▇▇▇▇Lender’s Commitment Amount as Commitment), the following loans (each, a “Term Loan”): (i) Term Loans the proceeds of which shall be used in effect from time to timeaccordance with Section 2.5(i) (each, a “Hermes Guarantee Fee Loan”); provided that (i) in no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) event shall the aggregate principal amount of all Advances by such Lender Hermes Guarantee Fee Loans exceed the Hermes Guarantee Fee Loan Cap; (ii) Term Loans the proceeds of which shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of be used in accordance with Section 2.5(ii) (each, an “Eligible Interest Loan”); provided that in no event shall the aggregate principal amount of all outstanding AdvancesEligible Interest Loans exceed the Eligible Interest Loan Cap; and (iii) Term Loans the proceeds of which shall be used in accordance with Section 2.5(iii) (each, a “German Contract Price Loan”); provided that in no event shall the aggregate principal amount of German Contract Price Loans exceed the German Contract Price Loan Cap; and (iv) such Lender’s participation Term Loans the proceeds of which shall be used in Facility LCs accordance with Section 2.5(iv) (each, a “Non-German Contract Price Loan”); provided that in no event shall not exceed such Lender’s Pro Rata Share the aggregate principal amount of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time Non-German Contract Price Loans exceed the Aggregate Commitment AmountNon-German Contract Price Loan Cap. Within In the foregoing limits and subject to event that the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder Facility Amount is not disbursed in full prior to the Commitment Termination Expiration Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of any undrawn portion thereof shall be automatically cancelled and terminated on such Defaulting Lender pursuant to Section 2.16.12date.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to CBS or any Subsidiary Borrower, at any time and from time to time on and after the Effective Date and until the earlier of (a) make Advances to the Borrower Business Day immediately preceding the Revolving Credit Maturity Date and (b) participate in Facility LCs issued upon the request termination of the BorrowerCommitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender’s Commitment, provided, that after giving effect to each case Revolving Credit Loan the Total Facility Exposure shall not exceed the Total Commitment then in effect. Each Borrower may borrow, prepay and reborrow Revolving Credit Loans on and after the Effective Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. (i) Notwithstanding anything to the contrary contained in this Agreement, CBS may request from time to time during that the period from Total Commitment be increased by an amount not less than $50,000,000 or a whole multiple of $25,000,000 in excess thereof, provided, that in no event shall the date hereof Total Commitment exceed $2,500,000,000. Any such increase in the Total Commitment shall be effected by CBS (x) requesting one or more of the Lenders to increase their respective Commitments and/or (y) arranging for one or more banks or financial institutions not parties hereto (each an “Other Lender”) to become parties to and Lenders under this Agreement, provided, that, in the case of this clause (y), the Administrative Agent shall have consented to such Other Lender, which consent shall not be unreasonably withheld. In no event may any Lender’s Commitment be increased without the prior written consent of such Lender. The Total Commitment may only be increased at a time when no Default or Event of Default shall have occurred and be continuing and when each of the representations and warranties made by CBS in Article III shall be true and correct in all material respects on and as of such time (except to the Commitment Termination Dateextent such representations and warranties expressly relate to an earlier date, in an aggregate amount not to exceed which case such ▇▇▇▇▇▇’s Commitment Amount representations and warranties shall be true and correct in all material respects as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; of such earlier date). (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided If any Lender is willing, in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; its sole and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject absolute discretion, to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) increase the amount of cash collateral held its Commitment hereunder (any such Lender, an “Increasing Lender”), it shall enter into a written agreement to that effect with CBS and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (a “Commitment Increase Supplement”), which agreement shall specify, among other things, the amount of the increased Commitment of such Increasing Lender. Upon the effectiveness of such Increasing Lender’s increase in Commitment, Schedule 1.1 shall, without further action, be deemed to have been amended to reflect its increased Commitment. Any Other Lender which is willing to become a party hereto and a Lender hereunder and that has been consented to by the Administrative Agent for shall enter into a written agreement with CBS and the account Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Lender Agreement”), which agreement shall specify, among other things, its Commitment hereunder. Upon the execution by the Administrative Agent, CBS and such Other Lender of such Defaulting Additional Lender pursuant Agreement, such Other Lender shall become and be deemed a party hereto and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Commitment shall be the amount specified in its Additional Lender Agreement; and, Schedule 1.1 shall, without further action, be deemed to Section 2.16.12have been amended to reflect such Commitment. Each Other Lender which executes and delivers an Additional Lender Agreement and becomes a party hereto and a “Lender” hereunder is hereinafter referred to as an “Additional Lender.” (iii) Concurrently with the execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Agreement, the Borrowers shall make such borrowings from such Increasing Lender or Additional Lender, and/or shall make such prepayments of outstanding Revolving Credit Loans, and the Administrative Agent shall reallocate the LC Exposures and ABR Swingline Exposure of the Lenders, as shall be required to cause the aggregate outstanding principal amount of the Outstanding Revolving Extensions of Credit of each Lender (including each such Increasing Lender and Additional Lender) to be proportional to such Lender’s share of the Total Commitment after giving effect to the increase thereof.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to each Lender agrees (a) to make Advances (i) a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount not exceeding its Tranche B Commitment and (ii) a Tranche B Term Loan to the Borrower on the Amendment No. 1 Effective Date in a principal amount not exceeding its Additional Tranche B Commitment, (b) participate in Facility LCs issued upon the request of if requested by the Borrower, to make Revolving Loans to the Borrower on the Closing Date in each case a principal amount not exceeding the aggregate amounts specified or referred to in the definition of the term “Permitted Initial Revolving Loan Borrowing Purposes” and (c) to make Revolving Loans to the Borrower following the Closing Date and from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment (taking into account any Revolving Loans borrowed on the Closing Date) (and, in the case of any Swingline Lender or Issuing Bank unless waived by such Person in its sole discretion, that will not result in the aggregate amount of the Revolving Loans and Swingline Loans funded by such Person, when aggregated with the face amount of all Letters of Credit issued by such Person, exceeding the amount of such Person’s Revolving Commitment). Subject to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that the terms and conditions set forth herein, (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountAmendment No. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.3

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

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

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

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

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

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

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

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

Commitments. (a) Each Applicable Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request satisfaction of the Borrowerapplicable conditions set forth in Article 4, in each case to make, from time to time during the period from the date hereof Commitment Period, Advances to the Commitment Termination DateBorrower at the Borrower’s request, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances made by such Applicable Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs hereunder on any date shall not exceed such Lender’s Pro Rata Share Available Commitment on such date and (ii) the aggregate amount of all LC Obligations; and (v) the Outstanding Credit Extensions Advances made by each Lender hereunder shall not at any time exceed the Aggregate Commitment Amount. Within amount specified opposite such Lender’s name under the foregoing limits column “Commitment” on Schedule I hereto (or, if such Lender has entered into an Assignment and subject Acceptance, set forth for such Lender with respect to Commitments in the other provisions hereofregister maintained by the Administrative Agent pursuant to Section 8.6(d)), the Borrower as such amount may be reduced from time to time borrowin accordance with Section 2.1(b), prepay (c) or Section 2.2(c), (such Lender’s “Commitment”). The initial aggregate amount of the Lenders’ Commitments is US$51,296,610.27. (b) The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Lenders, to terminate or cancel, in whole or in part, the undrawn portion of the Commitments, provided that each partial reduction shall be in a minimum amount of US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof, whereupon the Commitments of the Applicable Lenders shall be reduced pro rata in accordance with their respective Commitments. (c) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement which results in a reduction of the Rollover Lenders’ Existing Credit Exposures as a result of repayments of Existing Facility Advances pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 2.1 of the foregoing clause (v), at any time there is a Defaulting LenderCommon Agreement, the Aggregate Commitment Amount Commitments of such Lenders shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) reduction. No reduction, termination or cancellation of the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender Commitments pursuant to this Section 2.16.122.1 may be reinstated.

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

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

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

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

Commitments. (a) Each Applicable Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request satisfaction of the Borrowerapplicable conditions set forth in Article 4, in each case to make, from time to time during the period from the date hereof Commitment Period, Advances to the Commitment Termination DateBorrower at the Borrower’s request, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances made by such Applicable Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs hereunder on any date shall not exceed such Lender’s Pro Rata Share Available Commitment on such date and (ii) the aggregate amount of all LC Obligations; and (v) the Outstanding Credit Extensions Advances made by each Lender hereunder shall not at any time exceed the Aggregate Commitment Amount. Within amount specified opposite such Lender’s name under the foregoing limits column “Commitment’’ on Schedule I hereto (or, if such Lender has entered into an Assignment and subject Acceptance, set forth for such Lender with respect to Commitments in the other provisions hereofregister maintained by the Administrative Agent pursuant to Section 8.6(d)), the Borrower as such amount may be reduced from time to time borrowin accordance with Section 2.1(b), prepay (c) or Section 2.2(c), (such Lender’s “Commitment”). The initial aggregate amount of the Lenders’ Commitments is €55,834,450.00. (b) The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Lenders, to terminate or cancel, in whole or in part, the undrawn portion of the Commitments, provided that each partial reduction shall be in a minimum amount of €10,000,000 or an integral multiple of €1,000,000 in excess thereof, whereupon the Commitments of the Applicable Lenders shall be reduced pro rata in accordance with their respective Commitments. (c) Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement which results in a reduction of the Rollover Lenders’ Existing Credit Exposures as a result of repayments of Existing Facility Advances pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 2.1 of the foregoing clause (v), at any time there is a Defaulting LenderCommon Agreement, the Aggregate Commitment Amount Commitments of such Lenders shall be reduced pro rata by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus (y) reduction. No reduction, termination or cancellation of the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender Commitments pursuant to this Section 2.16.122.1 may be reinstated.

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

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

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

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

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

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

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

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

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

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

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

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

Commitments. Each Lender severally agrees, on (a) Subject to the terms and -------------------------- conditions hereinafter set forthforth herein, including, without limitation, Section 2.01(b), each Lender agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Availability Period in an aggregate principal amount that will not to exceed result in such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; Lender's Loans exceeding such Lender's Commitment, provided that (i) -------- no Advance more than $3,000,000 in Loans may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; any calendar week (ii) no Advance except that the initial Borrowing hereunder may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal any amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amountup to $5,000,000). Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may from time to time borrow, prepay and reborrow Loans. (b) Notwithstanding any other provision of this Agreement, R. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") shall not be obligated to make Loans to the Borrower ----- pursuant to Section 2.10 his Commitment until the date (the "TA Funding Date") that is the --------------- earlier of (i) December 1, 2001 and reborrow hereunder prior (ii) any date ▇▇▇▇▇ notifies the Administrative Agent that it will fund Loans to the Commitment Termination Borrower. Prior to the TA Funding Date; provided, further, that for purposes any Loans requested by the Borrower in accordance with the terms of this Agreement shall be made by the Lenders other than ▇▇▇▇▇ ratably in accordance with the respective Commitments of the foregoing clause (v)Lenders other than ▇▇▇▇▇. After the TA Funding Date, at any time there is a Defaulting Lender, the Aggregate Commitment Amount ▇▇▇▇▇ and his successors and assigns shall be reduced by an amount equal obligated to make Loans to the remainder Borrower in the full amount of (A) their Commitments in accordance with the following sentence. If any Loans are outstanding on the date of any Borrowing after the TA Funding Date, then such Defaulting Lender’s Commitment Amount minus (B) Borrowing shall be funded by the sum of (x) Lenders not ratably in accordance with their respective Commitments, but rather in amounts such that after giving effect to such Borrowing the aggregate principal amount of such Defaulting Lender’s the Loans outstanding Advances plus of the Lenders are ratable in accordance with the respective Commitments of the Lenders (y) or, if the amount of cash collateral held by such Borrowing is insufficient for such purpose, then as close thereto as possible); provided that subsequent to the Administrative Agent for first date on which the account -------- aggregate principal amount of such Defaulting Lender pursuant to Section 2.16.12the Loans are outstanding ratably in accordance with the respective Commitments of each of the Lenders, all Loans made thereafter shall be made ratably in accordance with the respective Commitments of the Lenders.

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

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

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

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

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter hereof and relying upon the representations and warranties set forthforth herein, each Lender agrees, severally and not jointly, to make Loans to the Borrowers, at any time and from time to time on or after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that (i) will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment and (ii) will not result in the Aggregate Revolving Credit Exposure exceeding the Borrowing Base, subject to the Administrative Agent's authority, to make Protective Advances pursuant to the terms of Section 2.24. Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Loans. (b) L/C Commitment. Subject to Section 2.23, the Issuing Bank agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Bank (each, a "Letter of Credit"), at the request of and for the account of the Borrowers from time to time before the Maturity Date and, as more fully set forth in Section 2.23, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) make Advances to the Borrower aggregate Stated Amount of all Letters of Credit shall not at any time exceed $ 20,000,000 and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Aggregate Revolving Credit Extensions Exposure shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrowing Availability.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Lender severally agrees to make Advances loans (each a “Committed Loan”) in Available Currencies to the each Borrower and (bother than a Canadian Borrower) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof prior to the Commitment Termination Date, Date in an aggregate amount not amounts equal to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇Lender’s Pro Rata Share of the aggregate principal amounts requested by such Borrower; (b) the US Swing Line Lender shall, and the Euro Swing Line Lender may, make Swing Line Loans to any Borrower (other than a Canadian Borrower) from time to time prior to the Commitment Termination Date, and each other Lender agrees that it shall have a participation in such Swing Line Loans, all as more fully set forth in Section 2.3; (c) each Canadian Lender agrees to make Canadian Loans to the Canadian Borrowers from time to time prior to the Commitment Termination Date, and each other Lender agrees that it shall have a participation in such Canadian Loans, all as more fully set forth in Section 2.4; and (d) each Issuing Bank agrees to Issue Letters of Credit from time to time prior to the Letter of Credit Expiration Date, and each other Lender agrees that it shall have a participation in such Letters of Credit, all as more fully set forth in Section 2.5; provided that, upon giving effect to any of the foregoing, (i) the Total Outstandings shall not exceed the amount of the Aggregate Commitments; (ii) the sum of the aggregate outstanding Dollar Equivalent amount of all Committed Loans that are Foreign Currency Loans plus the Canadian Outstandings plus the Outstanding Amount of all Letters of Credit denominated in Available Foreign Currencies (collectively, the “Foreign Currency Outstandings”) shall not exceed the Foreign Currency Sublimit; (iii) the sum of the aggregate outstanding AdvancesDollar Equivalent amount of all Loans to Borrowers other than the Company plus the unpaid portion of the face amount of all Canadian Banker’s Acceptances issued for the account of Borrowers other than the Company plus the Outstanding Amount of all Letters of Credit issued for the account of Borrowers other than the Company (collectively, the “Subsidiary Borrower Outstandings”) shall not exceed the Subsidiary Borrower Sublimit; (iv) such Lender’s participation in Facility LCs the Canadian Outstandings shall not exceed the aggregate amount of the Canadian Commitments; and (v) the Credit Exposure of any Lender shall not exceed such Lender’s Pro Rata Share of all LC Obligations; Commitment. Amounts borrowed hereunder may be repaid and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to thereafter reborrowed until the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

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

Commitments. Each Within thirty (30) calendar days after receipt of a Discretionary Commitment Request (or such lesser period of time as set forth in such Discretionary Commitment Request, but in no event less than 15 calendar days), each Lender severally agrees, on the terms and conditions hereinafter set forth, to (a) make Advances each prospective New Lender making a Discretionary Commitment in response to the Discretionary Commitment Request shall notify the Agent and the Borrower of the maximum amount of its proposed Discretionary Commitment (such notice being a "Discretionary Commitment Notice"), which shall not be less than $1,000,000 and (b) participate shall, if greater, be in Facility LCs issued upon the request of $1,000,000 increments in excess thereof. Thereafter, after consultation with the Borrower, the Agent shall advise each Lender and New Lender submitting a Discretionary Commitment Notice of such Lender's allocated Discretionary Commitment, which in each case from time to time during the period from aggregate shall not be greater than the maximum aggregate amount of Discretionary Commitments set forth in such Lender's Discretionary Commitment Notice, and the date hereof upon which such Discretionary Commitment shall be effective (the "Discretionary Commitment Effective Date"); provided, however, that the Discretionary Commitment Effective Date shall (i) be on or prior to the Commitment Facility Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may not be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided earlier than the date thereof set forth in Section 3.02; the Discretionary Commitment Request, and (iii) not be less than 15 calendar days after all the aggregate principal amount of amendments referred to in Section 2.4(e) below and all Advances by such Lender Supplemental Credit Documents shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject have been delivered to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12its review.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, upon the Amendment No. 2 Effective Date (i) each lender party hereto hereby agrees to commit to provide its respective Commitment as set forth in Schedule 2.01(a) of Exhibit B hereto (awhich shall be deemed to supersede and replace Schedule 2.01(a) make Advances of the Existing Credit Agreement) (each lender listed on Schedule 2.01(a) of Exhibit B hereto, a “Lender”), (ii) each Lender that is not a Lender under the Existing Credit Agreement (a “New Lender”) shall become a party to the Borrower Credit Agreement as a “Lender” thereunder, and (biii) participate each Lender under the Existing Credit Agreement that is not a party hereto (each, an “Exiting Lender”) shall be deemed to have assigned the entire amount of its Commitment and Loans (if any) to the other Lenders (including the New Lenders), allocated among the Lenders in Facility LCs issued such amounts as shall be required such that, after giving effect to all of the foregoing, the Commitment of each Lender on the Amendment No. 2 Effective Date shall be as set forth in Schedule 2.01(a) of Exhibit B hereto. Schedule 2.01(a) of Exhibit B hereto shall be deemed to supersede and replace Schedule 2.01(a) of the Existing Credit Agreement upon the request of the BorrowerAmendment No. 2 Effective Date; provided, that, in each case from time to time during the period from event that, following the date hereof but prior to the Commitment Termination occurrence of the Amendment No. 2 Effective Date, in an aggregate amount not any Commitments are assigned or changed pursuant to exceed the Existing Credit Agreement (other than as set forth above), then upon the Amendment No. 2 Effective Date, the Administrative Agent shall make such ▇▇▇▇▇▇’s Commitment Amount as in changes to Schedule 2.01(a) of Exhibit B hereto solely to the extent necessary to give effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by any such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; assignment or change and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, of this Section 3(a). (b) Each Issuer committed to providing L/C Commitments under the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder Existing Credit Agreement immediately prior to the Commitment Termination effectiveness of this Amendment shall continue to act in such capacity immediately following the effectiveness hereof. Schedule 2.01(b) of Exhibit B hereto shall be deemed to supersede and replace Schedule 2.01(b) of the Existing Credit Agreement upon the Amendment No. 2 Effective Date; provided, furtherthat, that for purposes in the event that, following the date hereof but prior to the occurrence of the foregoing clause Amendment No. 2 Effective Date, any L/C Commitments are changed pursuant to the Existing Credit Agreement (vother than as set forth above), at any time there is a Defaulting Lenderthen upon the Amendment No. 2 Effective Date, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for shall make such changes to Schedule 2.01(b) of Exhibit B hereto solely to the account extent necessary to give effect to any such change and to the other provisions of this Section 3(b). (c) In furtherance of the foregoing, (i) each Exiting Lender shall cease to have a Commitment on the Amendment No. 2 Effective Date and shall cease to be a Lender under the Existing Credit Agreement as though its Commitment had been assigned to the other Lenders in accordance with Section 10.04(b) of the Existing Credit Agreement, (ii) all unpaid interest, fees and other amounts owing to such Defaulting Exiting Lender under the Existing Credit Agreement immediately prior to the occurrence of the Amendment No. 2 Effective Date shall be paid by Arconic to such Lender on the Amendment No. 2 Effective Date and (iii) any outstanding Loans of the Exiting Lenders deemed assigned to the other Lenders pursuant to Section 2.16.12.3(a) above shall be deemed purchased at par by such Lenders from the Exiting Lenders on the Amendment No. 2

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

Commitments. Each Lender severally agrees, on the terms and conditions hereinafter set forthforth in this Agreement, (i) to make Loans on a revolving credit basis and in Dollars or in any Optional Currency to Pacific from time to time, (aii) make Advances to the Borrower and (b) participate in Facility LCs standby and/or commercial letters of credit issued upon for the request account of the Borrower, in each case Pacific pursuant to Section 2.3 from time to time during (each a "Letter of Credit" and, collectively, the period "Letters of Credit"), (iii) to participate in Loans in Dollars or any Optional Currency to Pacific Germany from time to time and (iv) to participate in Swingline Loans in Dollars to Pacific from time to time, from and including the date hereof Closing Date to but excluding the Commitment Facility Termination Date, Date in an aggregate amount not to exceed such ▇▇▇▇▇▇’s the amount of its Commitment. Up to $20,000,000 in aggregate principal amount of the Aggregate Commitment Amount may be borrowed by Pacific Germany pursuant to the provisions of Section 2.2 hereof. Up to $5,000,000 in aggregate principal amount of the Aggregate Commitment may be borrowed by Pacific as Swingline Loans pursuant to the provisions of Section 2.4 hereof. Pacific shall have the ability to borrow the entire Aggregate Available Commitment (subject only to the applicable sublimits set forth herein) in effect from time to time; provided that Loans, Swingline Loans and Letters of Credit. Only Pacific may request Letters of Credit and Swingline Loans hereunder. The sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender Loans outstanding (including Loans in any Optional Currency calculated at the Dollar Equivalent thereof), (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit, shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v)exceed, at any time there is a Defaulting Lendertime, the amount of the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) Commitment. Further, the sum of (xa) the principal aggregate Letter of Credit Amount of all Letters of Credit outstanding and (b) the aggregate amount of such Defaulting unreimbursed drawings under all Letters of Credit shall not exceed $10,000,000 at any time. Within the limit of each Lender’s outstanding Advances plus (y) 's Commitment and as set forth herein, the amount Borrowers may borrow, have Letters of cash collateral held by the Administrative Agent Credit issued and/or renewed for the account Pacific's account, prepay Loans, reborrow and have additional Letters of such Defaulting Lender pursuant to Section 2.16.12Credit issued for Pacific's account.

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

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period Closing Date and prior to the Termination Date to the Parent Borrower or any Subsidiary Borrower (or their permitted successors hereunder) (on a joint and several basis as between the Borrowers) one or more Revolving Credit Loans, which Revolving Credit Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans, provided that except as otherwise specifically provided in Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the lesser of (A) the aggregate Commitments as then in effect and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (b) Notwithstanding anything to the contrary in Subsection 2.1(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the ABL Priority Collateral (including any such Liens in respect of Management Guarantees); provided that (x) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the applicable Borrower reasonable advance notice of any such establishment and (y) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves immediately upon receiving notice in writing from the date hereof Borrower Representative pursuant to Subsection 11.22 that a Designated Hedging Reserve or Designated Cash Management Reserve, as applicable, may be established and (ii) the Administrative Agent shall increase, reduce or eliminate the amount of any existing Designated Hedging Reserve or existing Designated Cash Management Reserve immediately upon receiving written notice of any adjustment to the Commitment Termination amount of such existing Designated Hedging Reserve or existing Designated Cash Management Reserve from the Borrower Representative pursuant to the last sentence of Subsection 11.22 (provided that the Administrative Agent shall not be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after giving effect to, such establishment or increase, Excess Availability would be less than zero); and provided, further, that the Administrative Agent may only establish an Availability Reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the Closing Date. The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and any applicable Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (unless there is a reasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Availability Reserve established pursuant to such event, condition or other matter, shall be discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate (i) eligibility criteria contained in the definition of “Eligible Accounts”, “Eligible Credit Card Receivables” or “Eligible Inventory” and vice versa, or (ii) reserves or criteria deducted in computing the value of Eligible Inventory (based on cost and quantity) and vice versa. (c) In the event the Borrowers are unable to comply with (i) the borrowing base limitations set forth in Subsection 2.1(a) or (ii) the conditions precedent to the making of Revolving Credit Loans or the issuance of Letters of Credit set forth in Section 6, the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Credit Loans to the Borrowers, which may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower is again able to comply with the Borrowing Base limitations set forth in Subsection 2.1(a) and the conditions precedent to the making of Revolving Credit Loans and issuance of Letters of Credit set forth in Section 6, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance (A) when added to the aggregate outstanding amount not of all other Agent Advances made to the Borrowers at such time, would exceed 10.0% of the Borrowing Base at such ▇time (based on the Borrowing Base Certificate last delivered) or (B) when added to the Aggregate Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the aggregate Commitments at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by the Administrative Agent in its discretion to the extent the Administrative Agent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable ABL Priority Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. (d) Each Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such L▇▇▇▇▇’s Commitment Amount Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 hereto (each, as in effect amended, restated, supplemented, replaced or otherwise modified from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto , a “Revolving Credit Note”), with appropriate insertions as more fully provided to payee, date and principal amount, payable to such Lender and in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) principal amount equal to the aggregate unpaid principal amount of all Advances Revolving Credit Loans made by such Revolving Credit Lender to such Borrower. Each Revolving Credit Note shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of (i) be dated the aggregate principal amount of all outstanding Advances; Closing Date, (ivii) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; be stated to mature on the Termination Date and (viii) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent provide for the account payment of such Defaulting Lender pursuant to Section 2.16.12interest in accordance with Subsection 4.1.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender severally agrees to make revolving credit loans in Dollars (athe "Loans") make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Commitment Percentage of the then outstanding L/C Obligations, does not exceed the amount of such Lender's Commitment; provided that, no Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, the aggregate amount of the Exposure at such time would exceed the aggregate amount of the Commitments at such ▇▇▇▇▇▇’s Commitment Amount as in effect time. The Commitments may be terminated or reduced from time to time; provided that time pursuant to subsection 3.5. Within the foregoing limits, the Borrower may during the Commitment Period borrow, repay and reborrow under the Commitments, subject to and in accordance with the terms and limitations hereof. (b) The Loans may from time to time be (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsections 2.3 and 3.14; provided that, no Advance may Loan shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) Loan after the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder date that is one month prior to the Commitment Termination Date; provided. (c) The failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, furtherhowever, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount no Lender shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent responsible for the account failure of any other Lender to make any Loan required to be made by such Defaulting Lender pursuant to Section 2.16.12other Lender). Each Loan shall be made in accordance with the procedures set forth in subsection 2.3.

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

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

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Revolving Lender agrees to make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Borrowers from time to time during the period from Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the date hereof Aggregate Revolving Exposure exceeding the lesser of the aggregate Revolving Commitments and the Borrowing Base, subject to the Commitment Termination Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04; (b) each Term A Lender agrees to make a Term A Loan to the Borrowers, on the Effective Date, in an aggregate amount equal to such Lender’s Term A Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than 11:00 a.m., Denver, Colorado time; (c) each Term B-1 Lender agrees to exceed make a Term B-1 Loan to the Borrowers, on the Effective Date, in an amount equal to such ▇▇▇▇▇▇Lender’s Term B-1 Loan Commitment Amount as by making immediately available funds available to the Administrative Agent’s designated account, not later than 11:00 a.m., Denver, Colorado time; and (d) each Term B-2 Lender agrees to make a Term B-2 Loan to the Borrowers, on the Effective Date, in effect from time an amount equal to such Lender’s Term B-2 Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than 11:00 a.m., Denver, Colorado time; provided that, on the Effective Date, (x) each Existing Lender shall be deemed to have funded, in accordance with the requirements of Section 2.07(a), its respective Revolving Loans and Term Loans, as applicable, to the extent of its Existing Loans and shall not be required to wire transfer funds in such amounts as provided in such Section; (y) each Existing Lender shall fund, in accordance with the requirements of Section 2.07(a), the applicable Loans pursuant to the terms of this Agreement to the extent that such Existing Lender’s Commitments exceed its Existing Loans; and (z) the Borrowers shall pay to each Existing Lender (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; an amount equal to the excess, if any, of such Existing Lender’s Existing Loans over such Existing Lender’s Commitment and (ii) no Advance may any other amounts with respect to the Existing Loans (including, without limitation, accrued and unpaid interest and break funding payments) that would be made as a Eurodollar Advance unless payable to such Existing Lender pursuant to the Prior Credit Agreements if all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Existing Lender’s participation Existing Loans were being repaid in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) full in cash on the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountEffective Date. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes Revolving Loans. Amounts repaid in respect of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall Term Loans may not be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12reborrowed.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period from Closing Date and prior to the Termination Date to the Parent Borrower or any Subsidiary Borrower (or their permitted successors hereunder) (on a joint and several basis as between the Borrowers) one or more Revolving Credit Loans, which Revolving Credit Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Rate Loans, provided that except as otherwise specifically provided in Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date hereof of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such time; and (v) shall not be made (and shall not be required to be made) by any Lender to the Commitment Termination Dateextent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the lesser of (A) the aggregate Commitments as then in effect and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (b) Notwithstanding anything to the contrary in Subsection 2.1(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in an aggregate amount the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to exceed any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Security Documents (such ▇▇▇▇▇▇’s Commitment Amount as Liens or trusts in effect from time favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to timesuch item of the ABL Priority Collateral (including any such Liens in respect of Management Guarantees); provided that (x) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the applicable Borrower reasonable advance notice of any such establishment and (y) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) no Advance the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves immediately upon receiving notice in writing from the Borrower Representative pursuant to Subsection 11.22 that a Designated Hedging Reserve or Designated Cash Management Reserve, as applicable, may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; established and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal Administrative Agent shall increase, reduce or eliminate the amount of all Advances by any existing Designated Hedging Reserve or existing Designated Cash Management Reserve immediately upon receiving written notice of any adjustment to the amount of such Lender existing Designated Hedging Reserve or existing Designated Cash Management Reserve from the Borrower Representative pursuant to the last sentence of Subsection 11.22 (provided that the Administrative Agent shall not exceed be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after giving effect to, such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligationsestablishment or increase, Excess Availability would be less than zero); and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes the Administrative Agent may only establish an Availability Reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the foregoing clause Closing Date. The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and any applicable Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (v), at any time unless there is a Defaulting Lenderreasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Aggregate Commitment Amount Availability Reserve established pursuant to such event, condition or other matter, shall be reduced discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate (i) eligibility criteria contained in the definition of “Eligible Accounts”, “Eligible Credit Card Receivables” or “Eligible Inventory” and vice versa, or (ii) reserves or criteria deducted in computing the value of Eligible Inventory (based on cost and quantity) and vice versa. (c) In the event the Borrowers are unable to comply with (i) the borrowing base limitations set forth in Subsection 2.1(a) or (ii) the conditions precedent to the making of Revolving Credit Loans or the issuance of Letters of Credit set forth in Section 6, the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Credit Loans to the Borrowers, which may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower is again able to comply with the Borrowing Base limitations set forth in Subsection 2.1(a) and the conditions precedent to the making of Revolving Credit Loans and issuance of Letters of Credit set forth in Section 6, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance (A) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10.0% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (B) when added to the Aggregate Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the aggregate Commitments at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by an the Administrative Agent in its discretion to the extent the Administrative Agent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable ABL Priority Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. (d) Each Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 hereto (each, as amended, restated, supplemented, replaced or otherwise modified from time to time, a “Revolving Credit Note”), with appropriate insertions as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans made by such Defaulting Lender’s outstanding Advances plus Revolving Credit Lender to such Borrower. Each Revolving Credit Note shall (yi) be dated the amount of cash collateral held by Closing Date, (ii) be stated to mature on the Administrative Agent Termination Date and (iii) provide for the account payment of such Defaulting Lender pursuant to Section 2.16.12interest in accordance with Subsection 4.1.

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

Commitments. Each Lender severally agrees, on (a) Upon the terms and conditions hereinafter set forth, to (a) make Advances subject to the conditions set forth herein, from the Agreement Date to but excluding the Termination Date, each of the Banks severally, and not jointly, agrees (i) to make Revolving Loans as provided in Section 2.1, (ii) to purchase participations in Acceptances created and discounted by the Agent as provided in Section 2.19, and (iii) to purchase participations in Standby Letters of Credit and Trade Letters of Credit issued by the Agent for the account of the Borrower and as provided in Section 2.19. (b) participate in Facility LCs issued upon the request The sum of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the aggregate unpaid principal amount of any Bank's Revolving Loans outstanding, plus (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided the aggregate amount of such Bank's participations in Section 3.02; Acceptance Obligations, plus (iii) the aggregate amount of such Bank's participations in Letter of Credit Obligations, shall not exceed at any time such Bank's Commitment. (c) The sum of (i) the aggregate unpaid principal amount of all Advances by such Lender Revolving Borrowings, plus (ii) the aggregate amount of all Acceptance Obligations, plus (iii) the aggregate amount of all Standby Letter of Credit Obligations and Trade Letter of Credit Obligations shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may $25,000,000.00 (such amount as reduced from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the terms hereof, the "Total Commitment"). (d) The Total Commitment Termination Date; provided, further, that for purposes shall not exceed one hundred percent (100%) of the foregoing clause book value of Borrower's and Guarantors' Inventory and Receivables plus one hundred percent (v)100%) of Borrower's collected, unrestricted and unencumbered cash deposits in Agent. (e) The aggregate amount of the Standby Letter of Credit Obligations shall not exceed the Standby Letter of Credit Cap. (f) If at any time there is a Defaulting Lendertime, the Aggregate Commitment Amount limitations set forth in this Section 1.1 are exceeded, then the Borrower shall be reduced by an amount equal to immediately repay the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount amounts in excess of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12limits."

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

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees (i) to make Revolving Loans to Initial Obligors on one occasion during the Revolving Availability Period before the Stage I Contribution Date in an aggregate principal amount that will not result in (aA) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment or (B) the aggregate principal amount of Revolving Loans made to CommNet, PCS Nucleus, TU Acquisition or AirTouch Licenses exceeding $741,138,708, $825,733,398, $109,716,763 or $1,416,411,134, respectively, (ii) to make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Cellco from time to time during the period from Revolving Availability Period after the date hereof to the Commitment Termination Date, Stage I Contribution Date in an aggregate principal amount that will not result in (A) such Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment or (B) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Revolving Credit Commitments and (iii) to make Term Loans to the Term Borrowers on up to three occasions with respect to each Term Borrower during the Term Availability Period in an aggregate principal amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount's Term Commitment. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Cellco may from time to time borrow, prepay pursuant to Section 2.10 and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. (b) On the Stage I Contribution Date (i) CommNet shall automatically be released from its obligations hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (vand such obligations shall automatically be assumed by Cellco), at any time there is a Defaulting Lender(ii) TU Acquisition shall automatically be released from its obligations hereunder (and such obligations shall automatically be assumed by Cellco), the Aggregate Commitment Amount (iii) PCS Nucleus shall automatically be reduced released from its obligations hereunder (and such obligations shall automatically be assumed by an amount equal to the remainder of Cellco) and (Aiv) AirTouch Licenses shall automatically be released from its obligations hereunder (and such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held obligations shall automatically be assumed by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Cellco).

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

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

Commitments. Each Lender severally agrees, on In connection with the Transactions contemplated by this Agreement and subject to the terms and conditions hereinafter set forthforth in this Agreement (including the Conditions Precedent (as defined below) in Exhibit C hereto), to for so long as this Agreement has not been validly terminated and except as expressly waived by the other Party in writing: (a) make Advances Each of the Supporting Holders commits to, as applicable: (a) exchange (or cause to be exchanged) all of its Existing Second Lien Notes for the 2027 PIK Notes in the Exchange Offer (subject to the Borrower terms of the Exchange Offer Memorandum), and (b) participate in Facility LCs issued upon consent to the request of the BorrowerProposed Amendments, in each case from time in accordance with the terms of this Agreement and the applicable procedures set forth in the Exchange Offer Memorandum; (2) use commercially reasonable efforts to time during support and take all commercially reasonable actions necessary or reasonably requested by the period from Company Parties to facilitate the date hereof implementation and consummation of the Transactions, including to achieve the Commitment Termination DateTSA Minimum Participation Condition (as defined in Exhibit C), in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance which TSA Minimum Participation Condition may be made unless all Lenders have consented thereto as more fully provided waived by the Initial 2L Supporting Holder in Section 3.02; its sole and absolute discretion, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by, this Agreement or the Definitive Documents; (ii3) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) not directly or indirectly object to, delay, impede, or take any other action that materially interferes with the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share implementation and consummation of the aggregate principal amount Transactions, including, for the avoidance of all outstanding Advances; doubt and without limitation, declaring any default under the Existing Indentures, or accelerating the Company Parties’ obligations under the Existing Indentures; (iv4) not direct the Existing Trustees (or any successors thereto) or the Existing Collateral Agents (or any successors thereto) to take any action materially inconsistent with the Supporting Holders’ obligations under this Agreement, and, if the Existing Trustees (or any successors thereto) or Existing Collateral Agents (or any successors thereto) takes any action inconsistent with the Supporting Holders’ obligations under this Agreement, the Supporting Holders shall, upon the Supporting Holders having obtained actual knowledge of such Lender’s participation in Facility LCs shall not exceed trustee or agent (or any successors thereto) taking any such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits action and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 terms and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes conditions of the foregoing clause applicable indenture and credit agreement, as applicable, use commercially reasonable efforts to direct the Existing Trustees or the Existing Collateral Agents (vor any successors thereto), at as applicable, to cease and refrain from taking any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.action;

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

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

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each ▇▇▇▇▇▇ agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed result in (i) such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed Exposure exceeding such ▇▇▇▇▇▇’s Pro Rata Share Commitment, or (ii) the sum of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) total Exposures exceeding the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounttotal Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. (b) The Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time borrowan increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, prepay pursuant (ii) no such increase shall cause the aggregate Commitments hereunder to Section 2.10 exceed $3,200,000,000, and reborrow hereunder (iii) no Lender’s Commitment shall be increased without such ▇▇▇▇▇▇’s consent. (c) The Borrower may make up to two (2) requests for a one-year extension of the Maturity Date by delivering a written request for same to the Administrative Agent no earlier than 30 days prior to the Commitment Termination Date; provided, further, that for purposes first anniversary of the foregoing clause Effective Date and no later than 30 days prior to the Maturity Date (vor previously extended Maturity Date pursuant hereto). Any such extension shall be effective if (i) consented to by Required Lenders within thirty (30) days after such request, (ii) on the Maturity Date as it existed immediately before such extension (A) the Commitments of the dissenting Lenders are terminated (which termination shall be effective automatically), at any time there is a Defaulting Lender(B) all amounts owing to such dissenting Lenders are paid in full (which payments shall not be subject to Section 2.11), and (C) the Aggregate Commitment Amount shall be total Commitments are permanently reduced by an amount equal to such dissenting Lenders’ Commitments so terminated, except to the remainder extent that the Commitments of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender dissenting Lenders are replaced pursuant to Section 2.16.122.19(b) and/or one or more Lenders agree(s) to increase their respective Commitment(s), (iii) all conditions precedent for a Borrowing set forth in Section 4.02 have been satisfied, and (iv) the Borrower does not withdraw its request for such extension before the Maturity Date (or previously extended Maturity Date pursuant hereto).

Commitments. (a) Each Lender severally agreesBank agrees severally, on the terms and conditions hereinafter set forthcontained in this Agreement, to (a) make Advances extend credit to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Closing Date to the Commitment Commit- ment Termination DateDate by making loans to the Borrower (the "Loans") pursuant to Section 2.4 and participating in letters of credit issued for the account of the Borrower (the "Letters of Credit") pursuant to Section 2.9, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such ▇▇▇▇▇▇’s Commitment Amount as Bank's name on the signature pages hereof or, if such Bank has entered into one or more Assignments and Acceptances, set forth for such Bank in effect from time the Register maintained by the Agent pursuant to timeSection 9.8(c); provided provided, however, that the sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender Loans outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share fifty million dollars ($50,000,000) at any time; provided further, however, that the sum of (i) the aggregate principal amount of all outstanding Advances; Loans outstanding, (ivii) such Lender’s participation in Facility LCs the Letter of Credit Usage and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed such Lender’s Pro Rata Share the Borrowing Base at any time; and provided further, however, that the aggregate principal amount of all LC Obligations; and (v) the Outstanding Credit Extensions shall not Loans outstanding at any time shall not exceed $20,000,000 (said agreement by each Bank, subject to the Aggregate Commitment Amountforegoing provisos, herein called such Bank's "Commitment"). Within the foregoing limits and subject to the other provisions hereofof each Bank's Commitment, the Borrower may from time to time borrowborrow under Section 2.4, have Letters of Credit issued for the Borrower's account under Section 2.9, prepay pursuant to Loans under Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v2.7(a), at any time there is a Defaulting Lenderreborrow under Section 2.4, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder and have additional Letters of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent Credit issued for the Borrower's account under Section 2.9 after the expiration of such Defaulting Lender pursuant to Section 2.16.12previously issued Letters of Credit.

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

Commitments. 2.5.1. Each Lender severally agreesInvestor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter or the Support Agreement, on as applicable, with respect to its Equity Commitment or Rollover Commitment, as applicable, and that, as amongst the terms Investors and conditions hereinafter set forthParent, Parent shall be entitled to (a) make Advances enforce the Continuing Commitment only if, when and to the Borrower extent (i) directed by the Lead Investor (provided, that the Lead Investor shall not direct Parent to enforce its rights with respect to any Continuing Commitment until the Closing Conditions have been satisfied or validly waived as permitted hereunder and proceed with the Closing) or (ii) the Company is permitted to enforce the provisions of the Equity Commitment Letter and the Support Agreement under the specific circumstances and as specifically set forth therein and in Section 10.10 of the Merger Agreement and does in fact so cause Parent to enforce such provisions. Subject to the other provisions of this Section 2.5.1, Parent shall have no right to enforce any Continuing Commitment unless acting at the direction of the Lead Investor as set forth above, and no Investor shall have any right to enforce any Continuing Commitment except the Lead Investor acting through Parent. Parent shall only enforce the Equity Commitment Letter and the Support Agreement ratably among the Continuing Investors party thereto. Notwithstanding anything herein to the contrary, a Majority-in-Interest of the Investors may direct Parent to enforce its rights under (x) the Lead Investor’s Continuing Commitment and (by) participate in Facility LCs issued upon the request event that the Lead Investor is a Failing Investor, any other Investor’s Continuing Commitment if the Closing can reasonably be expected to occur. Notwithstanding anything to the contrary in this Section 2.5, if any Person joins in the Support Agreement as an additional Rollover Investor, then the Lead Investor shall have the sole power to adjust the aggregate amount of the BorrowerEquity Commitment, and each Continuing Investor hereby agrees to such adjustment. 2.5.2. Except as provided in each case from time to time during the period from the date hereof Sections 2.2, 2.4 and 2.5 hereof, prior to the Closing, no Investor shall transfer or assign any of its Commitment Termination Dateor transfer any interest in Parent, in an aggregate amount not as applicable, other than to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to timeits Permitted Transferees; provided provided, that (i) no Advance may each such transferee shall agree in writing to be made unless all Lenders have consented thereto as more fully provided in Section 3.02; subject to the provisions of this Agreement applicable to the transferring Investor and (ii) no Advance may be made such transfer will relieve the transferring Investor of its obligations hereunder or its Equity Commitment Letter or the Support Agreement, as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject applicable, with respect to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12its applicable Commitment.

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

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

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

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

Commitments. (a) SCHEDULE 2.2 to the Master Agreement is hereby amended by deleting it in its entirety and substituting therefor SCHEDULE 2.2 to this Amendment. Each Lender severally agreesof Wachovia Bank, on N.A., The Fifth Third Bank and Firstar Bank, N.A. (the "NEW LENDERS") is hereby made a party to the Master Agreement and the Loan Agreement, and shall have all the rights and obligations of a "Lender" under the Master Agreement, the Loan Agreement and the other Operative Documents as if it were an original signatory thereto to the extent of its Commitment. Each of the New Lenders agrees to be bound by the terms and conditions hereinafter applicable to a "Lender" set forthforth in the Master Agreement, to (a) make Advances the Loan Agreement and the other Operative Documents as if it were an original signatory thereto. Each of the New Lenders hereby acknowledges and confirms that it has received a copy of each of the Operative Documents and that in becoming a Lender and in making its Commitment and Loans under the Loan Agreement, such actions have and will be made without recourse to, or representation or warranty by, the Agent, any other Lender or the Lessor. The Lessees and the Agent hereby consent to the Borrower addition of the New Lenders. On the date hereof, certain of the Lenders, including the New Lenders, shall make payments to the Agent, who shall distribute such payments to the other Lenders, such that, after giving effect to such payment and distributions, each Lender's outstanding Loans shall be equal to the product of (i) the aggregate outstanding Funded Amounts on such date TIMES (ii) such Lender's Commitment Percentage. Such payment shall be made in immediately available funds to such account as the Agent shall specify to the Lenders. (b) participate SECTION 2.3(a) is hereby amended by deleting the phrase "0.44475" per annum" where it appears in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of CLAUSE (x) thereof and substituting therefor the principal amount of such Defaulting Lender’s outstanding Advances plus phrase "the Applicable Margin." (yc) SECTION 2.3(d) is hereby amended by deleting the amount of cash collateral held by percentage "0.125%" where it appears in CLAUSE (x) thereof and substituting therefor the Administrative Agent for phrase "the account of such Defaulting Lender pursuant to Section 2.16.12Applicable Fee Rate".

Commitments. Each Lender severally agrees, on (a) Subject to the terms and ------------------------- conditions hereinafter set forthforth herein, including, without limitation, Section 2.01(b), each Lender agrees to (a) make Advances Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Availability Period in an aggregate principal amount that will not to exceed result in such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; Lender's Loans exceeding such Lender's Commitment, provided that (i) -------- no Advance more than $3,000,000 in Loans may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; any calendar week (ii) no Advance except that the initial Borrowing hereunder may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal any amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amountup to $5,000,000). Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may from time to time borrow, prepay and reborrow Loans. (b) Notwithstanding any other provision of this Agreement, R. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") shall not be obligated to make Loans to the Borrower ----- pursuant to Section 2.10 his Commitment until the date (the "TA Funding Date") that is the --------------- earlier of (i) December 1, 2001 and reborrow hereunder prior (ii) any date ▇▇▇▇▇ notifies the Administrative Agent that it will fund Loans to the Commitment Termination Borrower. Prior to the TA Funding Date; provided, further, that for purposes any Loans requested by the Borrower in accordance with the terms of this Agreement shall be made by the Lenders other than ▇▇▇▇▇ ratably in accordance with the respective Commitments of the foregoing clause (v)Lenders other than ▇▇▇▇▇. After the TA Funding Date, at any time there is a Defaulting Lender, the Aggregate Commitment Amount ▇▇▇▇▇ and his successors and assigns shall be reduced by an amount equal obligated to make Loans to the remainder Borrower in the full amount of (A) their Commitments in accordance with the following sentence. If any Loans are outstanding on the date of any Borrowing after the TA Funding Date, then such Defaulting Lender’s Commitment Amount minus (B) Borrowing shall be funded by the sum of (x) Lenders not ratably in accordance with their respective Commitments, but rather in amounts such that after giving effect to such Borrowing the aggregate principal amount of such Defaulting Lender’s the Loans outstanding Advances plus of the Lenders are ratable in accordance with the respective Commitments of the Lenders (y) or, if the amount of cash collateral held by such Borrowing is insufficient for such purpose, then as close thereto as possible); provided that subsequent to the Administrative Agent for first date on which the account -------- aggregate principal amount of such Defaulting Lender pursuant to Section 2.16.12the Loans are outstanding ratably in accordance with the respective Commitments of each of the Lenders, all Loans made thereafter shall be made ratably in accordance with the respective Commitments of the Lenders.

Commitments. Each Lender severally Support Party hereby agrees, on subject to the terms and conditions hereinafter set forthcontained herein, to validly tender or cause to be tendered, pursuant to and in accordance with the terms of the Exchange Offers set forth in the Offering Memorandum, not later than noon New York City time on June 13, 2024, and not to withdraw or cause to be withdrawn, the aggregate principal amount of Existing Notes set forth on Schedule 1 opposite such Support Party’s name (aeach such agreement by a Support Party, a “Tender Commitment”, and such agreements by all of the Support Parties collectively, the “Tender Commitments”, and the transactions contemplated by this Support Agreement, including the Exchange Offers, the “Transactions”); provided that a failure by funds and accounts managed by that certain Institution (as defined in Schedule 1 hereto) make Advances or affiliates thereof to tender in accordance with this Section 1 an aggregate principal amount of up to $10 million of Existing Notes (taken as a whole across all tranches), to the Borrower extent such Existing Notes have been loaned by the Institution to non-affiliates prior to the date hereof, and not received back by the Institution as of the date hereof (“Loaned Notes”) shall not in and of itself constitute a failure by such Institution to comply with its Tender Commitments; provided, however, that (x) such Institution shall nevertheless use reasonable best efforts to tender any such Loaned Notes in the Exchange Offers and (by) participate such Institution’s Issued Equity will be reduced pro rata by the amount of any Loaned Notes not tendered in Facility LCs issued upon accordance with this Section 1. Notwithstanding the request of the Borrowerforegoing, in each case from time to time during the period from if requested by any Support Party following an amendment after the date hereof to the Commitment Termination DateOffering Memorandum that alters the Exchange Offer Consideration, the Acceptance Priority Levels, or the Priority Amounts, or otherwise adversely affects the rights of any Support Party thereunder in an aggregate amount not any material respect, and prior to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time expiration of the Exchange Offers, you agree to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) provide for the aggregate principal amount withdrawal of all Advances Existing Notes held by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; Support Party and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject tendered pursuant to the other provisions hereof, the Borrower may from time to time borrow, prepay Exchange Offers pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12this agreement.

Commitments. (a) Each Lender severally agreesagrees severally, on the terms and conditions hereinafter set forthcontained in this Agreement, to (a) make Advances extend credit to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Closing Date to the Commitment Termination DateDate by making funded advances to the Borrower (the "Advances") pursuant to Section 2.4 and participating in letters of credit issued for the account of the Borrower (the "Letters of Credit") pursuant to Section 2.9, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such ▇▇▇▇▇▇’s Commitment Amount as Lender's name on the signature pages hereof or, if such Lender has entered into one or more Assignments and Acceptances, set forth for such Lender in effect from time the Register maintained by the Agent pursuant to timeSection 9.8(c); provided provided, however, that the sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender outstanding, (ii) the aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share $175,000,000 at any time; further provided, however, that the sum of (i) the aggregate principal amount of all outstanding Advances; Advances outstanding, (ivii) such Lender’s participation in Facility LCs the Letter of Credit Usage and (iii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed such Lender’s Pro Rata Share the Borrowing Base at any time; and further provided, however, that the aggregate principal amount of all LC Obligations; and (v) the Outstanding Credit Extensions shall not Advances outstanding at any time shall not exceed $100,000,000 (said agreement by each Lender, subject to the Aggregate Commitment Amountforegoing provisos, herein called such Lender's "Commitment"). Within the foregoing limits and subject to the other provisions hereofof each Lender's Commitment, the Borrower may from time to time borrowborrow under Section 2.4, have Letters of Credit issued for the Borrower's account under Section 2.9, prepay pursuant to Advances under Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v2.7(a), at any time there is a Defaulting Lenderreborrow under Section 2.4, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder and have additional Letters of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent Credit issued for the Borrower's account under Section 2.9 after the expiration of such Defaulting Lender pursuant to Section 2.16.12previously issued Letters of Credit.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender severally agrees to (a) make Advances to the Borrower make, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during on or after the period from the date hereof Closing Date and prior to the Commitment Termination Date, a Revolving Credit Loan or Revolving Credit Loans to the Borrowers (on a joint and several basis as between the Borrowers), which Revolving Credit Loans: (i) shall be denominated in an aggregate amount Dollars; (ii) shall, at the option of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar, Daily Simple SOFR Rate Loans or Term SOFR Rate Loans, provided that except as otherwise specifically provided in Subsections 4.9 and 4.10, all Revolving Credit Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Individual Lender Exposure of such Lender to exceed the amount of its Commitment at such ▇▇▇▇▇▇’s Commitment Amount time; and (v) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause the Aggregate Lender Exposure to exceed the lesser of (A) the aggregate Commitments as then in effect from and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered). (b) Notwithstanding anything to timethe contrary in Subsection 2.1(a) or elsewhere in this Agreement, the Administrative Agent shall have the right to establish Availability Reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base including reserves with respect to (i) sums that the Borrowers are or will be required to pay (such as taxes (including payroll and sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have not yet paid and (ii) amounts owing by the Borrowers or, without duplication, their respective Restricted Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of the Administrative Agent is capable of ranking senior in priority to or pari passu with one or more of the Liens in the ABL Priority Collateral granted in the Security Documents (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law and Indebtedness incurred pursuant to Subsection 8.13(y)) in and to such item of the ABL Priority Collateral (including any such Liens in respect of Management Guarantees); provided that (x) with respect to any Availability Reserve (other than any Designated Hedging Reserves or Designated Cash Management Reserves), the Administrative Agent shall have provided the applicable Borrower reasonable advance notice of any such establishment and (y) with respect to any Designated Hedging Reserves or Designated Cash Management Reserves, (i) no Advance the Administrative Agent may establish such Designated Hedging Reserves or Designated Cash Management Reserves immediately upon receiving notice in writing from the Borrower Representative pursuant to Subsection 11.22 that a Designated Hedging Reserve or Designated Cash Management Reserve, as applicable, may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; established and (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal Administrative Agent shall increase, reduce or eliminate the amount of all Advances by any existing Designated Hedging Reserve or existing Designated Cash Management Reserve immediately upon receiving written notice of any adjustment to the amount of such Lender existing Designated Hedging Reserve or existing Designated Cash Management Reserve from the Borrower Representative pursuant to the last sentence of Subsection 11.22 (provided that the Administrative Agent shall not exceed be obligated to establish or increase any Designated Hedging Reserve or Designated Cash Management Reserve if at the time of, and after give effect to, such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligationsestablishment or increase, Excess Availability would be less than zero); and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes the Administrative Agent may only establish an Availability Reserve after the Closing Date based on an event, condition or other circumstance arising after the Closing Date or based on facts not known to the Administrative Agent as of the foregoing clause Closing Date. The amount of any such Availability Reserve shall have a reasonable relationship to the event, condition or other matter that is the basis for the Availability Reserve. Upon delivery of such notice, the Administrative Agent shall be available to discuss any proposed Availability Reserve, and the Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent to establish such Availability Reserve, unless the Administrative Agent shall have determined in its Permitted Discretion that the event, condition or other matter that is the basis for such new Availability Reserve no longer exists or has otherwise been adequately addressed by the applicable Borrower. In the event that the event, condition or other matter giving rise to the establishment of any Availability Reserve shall cease to exist (v), at any time unless there is a Defaulting Lenderreasonable prospect that such event, condition or other matter will occur again within a reasonable period of time thereafter), the Aggregate Commitment Amount Availability Reserve established pursuant to such event, condition or other matter, shall be reduced discontinued. Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate (i) eligibility criteria contained in the definition of “Eligible Accounts”, “Eligible Credit Card Receivables” or “Eligible Inventory” and vice versa, or (ii) reserves or criteria deducted in computing the value of Eligible Inventory (based on cost and quantity) and vice versa. (c) In the event the Borrowers are unable to comply with (i) the Borrowing Base limitations set forth in Subsection 2.1(a) or (ii) the conditions precedent to the making of Revolving Credit Loans or the issuance of Letters of Credit set forth in Section 6, the Lenders authorize the Administrative Agent, for the account of the Lenders, to make Revolving Credit Loans to the Borrowers, which may only be made as ABR Loans (each, an “Agent Advance”) for a period commencing on the date the Administrative Agent first receives a notice of Borrowing requesting an Agent Advance until the earliest of (i) the 30th Business Day after such date, (ii) the date the respective Borrowers or Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Credit Loans and issuance of Letters of Credit, or obtains an amendment or waiver with respect thereto and (iii) the date the Required Lenders instruct the Administrative Agent to cease making Agent Advances (in each case, the “Agent Advance Period”). The Administrative Agent shall not make any Agent Advance to the extent that at such time the amount of such Agent Advance (A) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would exceed 10.0% of the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) or (B) when added to the Aggregate Lender Exposure as then in effect (immediately prior to the incurrence of such Agent Advance), would exceed the aggregate Commitments at such time. It is understood and agreed that, subject to the requirements set forth above, Agent Advances may be made by an the Administrative Agent in its discretion to the extent the Administrative Agent deems such Agent Advances necessary or desirable (x) to preserve and protect the applicable ABL Priority Collateral, or any portion thereof, (y) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other obligations of the Loan Parties hereunder and under the other Loan Documents or (z) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses and other sums payable under the Loan Documents, and that the Borrowers shall have no right to require that any Agent Advances be made. (d) Each Borrower agrees that, upon the request to the Administrative Agent by any Revolving Credit Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Revolving Credit Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 hereto (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Credit Note”), with appropriate insertions as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans made by such Defaulting Lender’s outstanding Advances plus Revolving Credit Lender to such Borrower. Each Revolving Credit Note shall (yi) be dated the amount of cash collateral held by Closing Date, (ii) be stated to mature on the Administrative Agent Termination Date and (iii) provide for the account payment of such Defaulting Lender pursuant to Section 2.16.12interest in accordance with Subsection 4.1.

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

Commitments. Each (a) Upon the terms and subject to the conditions hereinafter set forth and upon the satisfaction of all the requirements contained in Section 10.2, each Tranche A Lender agrees, severally agreesbut not jointly, to make credit available in Dollars to the Borrowers during the period from the Closing Date through and including the Tranche A Commitment Termination Date in an aggregate principal amount up to but not exceeding the Tranche A Available Commitment (each such advance being referred to as an “Tranche A Advance”; and collectively as the “Tranche A Advances”). Notwithstanding anything to the contrary contained in this Agreement, no Tranche A Lender shall be under any obligation to make any Tranche A Advance hereunder if, on the date proposed for such Tranche A Advance and after giving effect thereto, the aggregate amount of all Tranche A Advances made by the Tranche A Lender would exceed its Tranche A Commitment. Each Tranche A Lender represents, warrants and covenants that no part of the funds to be used by it to make or hold any Tranche A Advance constitutes, directly and indirectly, the assets of an “employee benefit plan”, within the meaning of Section 3(3) of ERISA, or a “plan”, within the meaning of Section 4975(e)(1) of the Code. (b) Subject to and upon the terms and conditions of this Agreement, the Borrowers may, at their option, avail themselves of the Tranche A Available Commitment in one or more drawdowns, but in any event not in excess of the remaining aggregate amount of the Tranche A Available Commitment and in all cases subject to the limitations in subsections 2.1(a) and 2.2(a). (c) Upon the terms and subject to the conditions hereinafter set forth, the Tranche B Lender agrees to (a) make Advances a single advance of credit in Dollars to the Borrower and (b) participate in Facility LCs issued upon Company on the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Closing Date in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by up to but not exceeding the Tranche B Commitment (such advance being referred to as the “Tranche B Advance”). The Tranche B Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share represents, warrants and covenants that no part of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; funds to be used by it to make or hold the Tranche B Advance constitutes, directly and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofindirectly, the Borrower may from time to time borrowassets of an “employee benefit plan”, prepay pursuant to within the meaning of Section 2.10 and reborrow hereunder prior to 3(3) of ERISA, or a “plan”, within the Commitment Termination Date; provided, further, that for purposes meaning of Section 4975(e)(1) of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Code.

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

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

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender severally, but not jointly, agrees to (a) make Advances a term loan denominated in dollars to the Borrower and on the Initial Funding Date in an aggregate principal amount equal to $450,000,000 (bin each case, so long as all conditions set forth in Section 6.02 shall have been satisfied (or waived in accordance with Section 12.02)) participate in Facility LCs issued upon the request accordance with their respective pro rata share of the Borrower, in each case Commitments from time to time during (each an “Initial Loan” and, collectively, the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time“Initial Loans”); provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances Initial Loans made by such any Lender on the Initial Funding Date shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share Commitments. (b) Subject to the terms and conditions hereof, after the Initial Funding Date, during the Availability Period, each Lenders severally, but not jointly, agrees to make additional Loans to the Borrower in an aggregate principal amount up to $95,000,000 (so long as all conditions set forth in Section 6.03 shall have been satisfied (or waived in accordance with Section 12.02)) in accordance with their respective pro rata share of the remaining Commitments at such time (each an “Additional Loan” and collectively, the “Additional Loans”); provided that (i) the aggregate amount of all Additional Loans made by any Lender on date of issuance for such Additional Loans shall not exceed such ▇▇▇▇▇▇’s remaining Commitments, (ii) the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs Additional Loans made on each Funding Date shall not exceed such Lender’s Pro Rata Share of all LC Obligations; be at least $5,000,000 and (viii) there shall be no more than six (6) borrowings of Additional Loans. (c) Once borrowed, the Outstanding Credit Extensions shall Borrower may not at reborrow any time exceed the Aggregate Loans that have been repaid or prepaid, whether in whole or in part. Upon any funding of any Loan hereunder by any Lender, a portion of such ▇▇▇▇▇▇’s Commitment Amount. Within the foregoing limits and subject equal to the other provisions hereof, amount of such Loan shall terminate immediately and without further action on the Funding Date of such Loan. (d) The Borrower may from time to time borrow, prepay pursuant terminate any remaining Commitments (unless otherwise terminated prior to Section 2.10 and reborrow hereunder such date); provided that any such termination terminates the remaining Commitments in full. The Borrower will notify Administrative Agent in writing of any election to terminate such Commitments by 12:00 p.m. (New York City time) at least three (3) Business Days prior to the Commitment Termination Date; providedeffective date of such termination, furtherspecifying such election and the effective date thereof. Promptly upon receipt of any such notice, that for purposes Administrative Agent shall advise the Lenders of the foregoing clause (v), at any time there is a Defaulting Lender, contents thereof. Each notice delivered by the Aggregate Commitment Amount Borrower pursuant to this Section 2.01(d) shall be reduced by an amount equal to irrevocable. Any termination of the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Commitments shall be permanent.

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

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Revolving Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, Availability Period in an aggregate principal amount that will not to exceed such ▇▇▇▇▇▇’s Commitment Amount as result in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of outstanding Competitive Loans exceeding the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amounttotal Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans. (b) At any time during the Availability Period, if no Default shall have occurred and be continuing at such time, the Borrower may, if it so elects, increase the aggregate amount of the Commitments, either by designating a Person not theretofore a Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become a Lender or by agreeing with an existing Lender that such Lender's Commitment shall be increased. Upon execution and delivery by the Borrower and such Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of the Lender with such a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $100,000,000 and (iii) the aggregate amount of the Commitments shall at no time exceed $4,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.10 2.01(b), within five Business Days in the case of the ABR Loans outstanding, and reborrow hereunder prior at the end of the then current Interest Period with respect thereto in the case of the Loans comprising each Eurodollar Revolving Borrowing then outstanding, the Borrower shall prepay such Loans in their entirety, and, to the Commitment Termination Date; provided, further, that for purposes of extent the foregoing clause (v), at any time there is a Defaulting LenderBorrower elects to do so and subject to the conditions specified in Article IV, the Aggregate Commitment Amount Borrower shall be reduced by an amount equal reborrow Loans from the Lenders in proportion to the remainder of (A) their respective Commitments after giving effect to such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of increase, until such Defaulting Lender’s time as all outstanding Advances plus (y) the amount of cash collateral Loans are held by the Administrative Agent for the account of Lenders in such Defaulting Lender pursuant to Section 2.16.12proportion.

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

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

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

Commitments. Each Lender In connection with the foregoing, (a)(x) Barclays is pleased to advise you of its commitments to provide, severally agreesand not jointly, on the terms and conditions hereinafter set forth, to (a) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share 60% of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share each of all LC Obligations; the Facilities and (vy) BofA is pleased to advise you of its commitments to provide, severally and not jointly, 40% of the Outstanding Credit Extensions shall not at any time exceed aggregate principal amount of each of the Aggregate Commitment Amount. Within Facilities (in such capacity, each an “Initial Lender” and collectively, the foregoing limits “Initial Lenders”), (b) Barclays’ willingness to act as the syndication agent (in such capacity, the “Syndication Agent”) and sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Facilities, in each case subject to the other provisions hereofconditions set forth in this letter and in Annexes I and II hereto (collectively, the Borrower may from time “Summary of Terms” and together with this letter, the “Commitment Letter”) and (c) each of Barclays’ and MLPFS’s willingness, and you hereby engage each of Barclays and MLPFS, to time borrowact as joint lead arrangers and joint bookrunning managers (each, prepay pursuant in such capacity, a “Lead Arranger” and collectively, the “Lead Arrangers”) for the Facilities, and in connection therewith to Section 2.10 and reborrow hereunder prior form a syndicate of lenders for the Facilities (collectively, the “Lenders”) reasonably acceptable to you. Notwithstanding anything to the Commitment Termination Date; providedcontrary contained herein, further, that for purposes the commitment of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal Initial Lenders with respect to the remainder initial fundings of the Facilities will be subject only to the satisfaction (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held or waiver by the Administrative Agent Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Summary of Terms. Except as set forth below, you agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated by this Commitment Letter and the Fee Letters (as hereinafter defined)) will be paid to any Lender as consideration for its participation in the account Facilities unless you and we shall agree. You agree further that Barclays will have “lead left” placement on all marketing materials relating to each of the Facilities and will perform the duties and exercise the authority customarily performed and exercised by it in such Defaulting Lender pursuant to Section 2.16.12role, including acting as sole manager of the physical books.

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

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

Commitments. Each Lender severally agrees, on Subject only to the satisfaction or waiver of the terms and conditions hereinafter expressly set forthforth herein, (i) Ascend hereby commits to purchase 50% of the BEP Notes outstanding on the Closing Date or the Plan Effective Date, as applicable, plus any accrued and unpaid interest through and including such date and (ii) in the case of an In-Court Restructuring, Ascend hereby also commits to purchase on the Plan Effective Date the New Debt Group’s 50% portion of the DIP Facility as stipulated above (in an amount up to $10 million), for an aggregate commitment by Ascend of approximately $43.6 million (the “Commitment”) (based on the amount of BEP Notes outstanding as of the date of this Debt Commitment Letter), in each case, as further set forth in the following manner: (a) make Advances to In connection with the Borrower and (b) participate in Facility LCs issued upon Out-of-Court Restructuring, at or substantially concurrent with the request closing of the BorrowerPlacement but in any event, in each case no later than the third business day following the receipt of FEAM stockholder approval of the Out-of-Court Restructuring (the “Closing Date”), Ascend shall purchase from time BEP, and BEP shall sell to time during Ascend, 50% of the period from the date hereof BEP Notes at a purchase price equal to the Commitment Termination Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share 100% of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share the BEP Notes acquired, plus any accrued and unpaid interest through and including the Closing Date, less the amount of all LC Obligations; the BEP Notes actually paid for and (v) acquired by the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder Other Investors on or prior to the Closing Date on the same terms applied to Ascend, upon the terms set forth or referenced in this Debt Commitment Termination Date; providedLetter, further, that for purposes and subject only to the satisfaction or waiver of the foregoing clause applicable conditions expressly set forth in Section 2(a) of this Debt Commitment Letter; and 2 (vb) In the event that it becomes necessary to implement the In-Court Restructuring, upon the effective date of the Plan (the “Plan Effective Date”), Ascend shall purchase from BEP, and BEP shall sell to Ascend, (i) 50% of the new equity issued on account of the BEP Notes at a purchase price equal to 100% of the aggregate principal amount of the BEP Notes acquired, plus any time there is a Defaulting Lenderaccrued and unpaid interest through and including the Plan Effective Date and (ii) 50% of the new equity issued on account of outstanding DIP Facility indebtedness on and as of the Plan Effective Date, in each case, less the amount of the new equity issued on account of the BEP Notes and outstanding indebtedness under the DIP Facility actually paid for and acquired by the Other Investors on or prior to the Plan Effective Date, if any, upon the terms set forth or referenced in this Debt Commitment Letter (collectively, the Aggregate Commitment Amount shall be reduced by an amount equal “In-Court Restructuring Ascend Purchases”). For the avoidance of doubt, to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) extent that the principal amount of the DIP Facility exceeds $20 million and Ascend did not consent to such Defaulting Lender’s outstanding Advances plus amount above $20 million, Ascend shall be obligated to purchase 50% of the new equity issued on account of (yi) the outstanding DIP Facility indebtedness up to the principal amount of cash collateral held as consented to by Ascend consistent with and as set forth in the Administrative Agent RSA and DIP Facility Term Sheet and (ii) the outstanding BEP Notes. Further, for the account avoidance of such Defaulting Lender pursuant doubt, Ascend shall be responsible and liable for the preceding debt purchase obligations regardless of whether any other person is nominated to the New Debt Group. This Section 2.16.12.1(b) shall be subject only to: (1) the satisfaction or waiver of the applicable conditions expressly set forth in Section 2(b) of this Debt Commitment Letter; and (2) the total amount to be extended under the DIP Facility not exceeding $10 million, unless:

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, : (i) [reserved]; and (ii) each Term Loan Lender severally agrees to make the Term Loan to (aA) make Advances to the Borrower and (b) participate in Facility LCs issued upon on the request of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Effective Date, in an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇Lender’s Term Loan Commitment Amount as set forth on Schedule 1.01(A) under the column “Effective Date Borrower Term Loan Commitment” and (B) the Escrow Agent (which shall be deemed a Term Loan made to the Borrower) to be held and released in effect from time accordance with the Escrow Agreement, in an aggregate principal amount not to time; provided that (iexceed the amount of such Lender’s Term Loan Commitment set forth on Schedule 1.01(A) no Advance may under the column “Effective Date Escrow Term Loan Commitment”. The aggregate principal amount of Term Loans funded on the Effective Date pursuant to Section 2.01(a)(ii)(A) shall be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) $45,000,000, and the aggregate principal amount of Term Loans funded on the Effective Date pursuant to Section 2.01(a)(ii)(B) shall be $30,000,000. For the avoidance of doubt, all Advances by such Lender Term Loans funded pursuant to Section 2.01(a)(ii) on the Effective Date shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share constitute outstanding Obligations of the Borrower. Following the funding of the Term Loans on the Effective Date, the aggregate outstanding principal amount of the Term Loans, including any fees capitalized pursuant to the Fee Letter, shall be $76,500,000. (b) Notwithstanding the foregoing, the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs the Term Loan made on the Effective Date shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountTotal Term Loan Commitment. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the Any principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Term Loan which is repaid or prepaid may not be reborrowed.

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

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, , (i) each Revolving Loan Lender severally (but not jointly or jointly and severally) agrees to (a) make Advances Revolving Loans to the Borrower at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof Effective Date to the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment Termination to zero in accordance with the terms hereof or termination thereof pursuant to Section 9.01, in an aggregate principal amount of Revolving Loans at any time outstanding not to exceed the lesser of (1) the amount of such Lender’s Revolving Credit Commitment and (2) its Pro Rata Share of an amount equal to the difference of (x) the then current Borrowing Base and (y) the sum of (I) the aggregate Letter of Credit Obligations and (II) the aggregate amount of Reserves as the Administrative Agent shall establish from time to time, except for Collateral Agent Advances; (ii) each Term Loan Lender agrees to make its portion of the Term Loan to the Borrower on the Effective Date, in an aggregate principal amount not to exceed the amount of such ▇▇▇▇▇▇Lender’s Commitment Amount as in effect from time to time; provided that Term Loan Commitment. (b) Notwithstanding the foregoing, (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender Revolving Loans outstanding at any time to the Borrower shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share the lower of (A) the difference between (x) the Total Revolving Loan Commitment and (y) the sum of (I) the aggregate Letter of Credit Obligations plus (II) the aggregate amount of Reserves as the Administrative Agent shall establish from time to time and (B) the difference between (x) the then current Borrowing Base and (y) the aggregate Letter of Credit Obligations plus (II) the aggregate amount of Reserves as the Administrative Agent shall establish from time to time. The Revolving Loan Commitment of each Lender shall automatically and permanently be reduced to zero on the Final Maturity Date. Within the foregoing limits, the Borrower may borrow, repay and reborrow Revolving Loans, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein. (ii) the aggregate principal amount of all outstanding Advances; the Term Loan made on the Effective Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed. (c) Anything to the contrary in this Section 2.01 notwithstanding, the Administrative Agent shall have the right to establish Reserves in such amounts, and with respect to such matters, as the Administrative Agent in its Permitted Discretion shall deem necessary or appropriate, against availability, the Borrowing Base, any component thereof or eligibility, including, without limitation, Reserves (i) with respect to (A) sums that any Loan Party is required to pay by any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (B) amounts owing by any Loan Party or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral, such as Liens or trusts in favor of landlords, warehousemen, bailees, carriers, mechanics, materialmen, processors, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, customs, or other taxes, fees or governmental charges in and to such item of the Collateral, (ii) with respect to terminations of Material Contracts or changes in revenue recognition, (iii) to reflect acts, conditions, contingencies or risks which adversely affect or have a reasonable likelihood of adversely affecting, any of the Collateral or its value, including without limitation, reserves for inventory shrinkage and (iv) with respect to such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofmatters, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by as the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12in its Permitted Discretion shall deem necessary or appropriate.

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

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

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

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