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 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 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 (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 (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 on any Business Day 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 Revolving Credit 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 of total Revolving Credit Exposures 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 pursuant to Section 2.10 repay and reborrow hereunder the Loans. (b) Subject to the terms of this Agreement, each Lender that was an Existing Lender holding “Loans” (under and as defined in the Existing Credit Agreement, such loans, the “Existing Loans”) immediately prior to the Commitment Termination Closing Date; provided, furtherseverally agrees, that for purposes on the terms and conditions of this Agreement, to continue, assign, and/or reallocate a portion of its Existing Loans to other Lenders hereunder and/or accept the reallocation from other Existing Lenders a portion of such other Existing Lenders’ Existing Loans, in each case such that, after giving effect to all such continuations, assignments, and reallocations, a portion of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount Existing Loans held by each Lender shall be reduced by in an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) Applicable Percentage of the sum aggregate Commitments as of (x) the principal amount Closing Date, and such portion of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held Existing Loans so continued, assigned, and reallocated by the Administrative Agent Lenders under this Section 2.01(b) shall automatically be deemed to constitute Loans under this Agreement for the account of such Defaulting Lender pursuant to Section 2.16.12all purposes.

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 ▇▇▇▇▇▇ 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 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 Standard 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 the period from on and after the date hereof to and until (and including) the Commitment Termination DateDate or the date of any earlier termination of the Commitment of 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 amount by which the Competitive Loans outstanding at such time shall be deemed 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 used 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 2.15, subject, however, to the Commitment Termination Date; provided, further, conditions that for purposes of the foregoing clause (v), a) at any no 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 (Bi) the sum of (x) the outstanding aggregate principal amount of such Defaulting Lender’s outstanding Advances all Standard Loans made by all Lenders plus (y) the outstanding aggregate principal amount of cash collateral held all Competitive Loans made by all Lenders exceed (ii) the Administrative Agent for Total Commitment and (b) except as otherwise provided in Section 2.07(a), at all times the account outstanding aggregate principal amount of such Defaulting all Standard Loans made by each Lender shall equal the product of (i) the percentage which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Standard Loans made pursuant to Section 2.16.122.04. Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments may be terminated, reduced or extended from time to time pursuant to Section 2.11. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow hereunder, on and after the Closing Date and prior to the Commitment Termination Date, subject to the terms, conditions and limitations set forth herein.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender, severally and not jointly, agrees to (a) make Advances Global Loans to the Borrower and (b) participate Borrowers in Facility LCs issued upon the request of the Borrower, U.S. Dollars or in each case one or more Alternative 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 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 Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and Commitment, or (vii) the Outstanding sum of the total Credit Extensions shall not at any time exceed Exposures exceeding the Aggregate Commitment Amounttotal Commitments. 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 Global Loans. (b) At any time during the Availability Period, if no Default shall have occurred and be continuing at such time, the Company 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 Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting LenderAdministrative Agent, the Aggregate Commitment Amount shall Issuing Bank and the Swingline Lender (such acceptances not to be reduced unreasonably withheld) to become a Lender or by agreeing with an amount equal to the remainder of (A) existing Lender that such Defaulting Lender’s Commitment Amount minus shall be so increased. Upon execution and delivery by the Borrowers 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 (Bi) the sum Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (xii) the principal aggregate amount of such Defaulting Lender’s outstanding Advances plus increase which is effective on any day shall be at least $10,000,000, and (yiii) the aggregate amount of cash collateral the Commitments shall at no time exceed $2,000,000,000. Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.01(b), within five Business Days in the case of the ABR Loans outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Loans comprising each Eurocurrency Borrowing then outstanding, the Borrowers shall prepay such Loans in their entirety, and, to the extent the Company elects to do so and subject to the conditions specified in Article 4, the Borrowers shall reborrow Loans from the Lenders in proportion to their respective applicable Commitments after giving effect to such increase, until such time as all outstanding 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 ▇▇▇▇▇▇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 (a) (i) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender having a Tranche A Term Loan Commitment severally agrees to make a loan or loans (aeach a “Tranche A Term Loan”) make Advances to the Borrower in Dollars, which Tranche A Term Loans shall not exceed for any such Lender the Tranche A Term Loan Commitment of such Lender; 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 Such Tranche A Term Loans (i) no Advance may shall be made unless all Lenders have consented thereto as more fully provided in Section 3.02; on the Effective Date, (ii) no Advance may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all such Tranche A Term Loans made as a Eurodollar Advance by each of the Lenders pursuant to the same Borrowing shall, unless all Lenders have consented thereto as more fully otherwise specifically provided in Section 3.02; herein, consist entirely of Tranche A Term Loans of the same Type, (iii) may be repaid or prepaid in accordance with the aggregate principal amount of all Advances by such Lender provisions hereof, but once repaid or prepaid, may not be reborrowed, (iv) shall not exceed for any such ▇▇▇▇▇▇’s Pro Rata Share Lender the Tranche A Term Loan Commitment, 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; Lender and (v) the Outstanding Credit Extensions shall not at any time exceed in the Aggregate Commitment Amountaggregate the total of all Tranche A Term Loan Commitments. Within On the foregoing limits and subject to the other provisions hereofTranche A Term Loan Maturity Date, 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 all Tranche A Term Loans 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 2.16.12repaid in full.

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. 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 Standby 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 Dollars or one or more Alternative Currencies (as specified in the date hereof to the Commitment Termination DateBorrowing Requests with respect thereto), in an aggregate principal amount at any time outstanding that will not result in such Lender's Committed Credit Exposure exceeding such Lender's Commitment, subject, however, to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided the conditions that (i) at no Advance may be time shall (A) the sum of (I) the aggregate Committed Credit Exposure of all the Lenders, plus (II) the outstanding aggregate principal amount or Assigned Dollar Value of all Competitive Loans made unless by all Lenders have consented thereto as more fully provided in Section 3.02; Lenders, exceed (B) the Total Commitment and (ii) no Advance may be made as a Eurodollar Advance unless at all Lenders have consented thereto as more fully provided in Section 3.02; (iii) times the outstanding aggregate principal amount of all Advances Standby Loans made by such each Lender shall not exceed equal such ▇▇▇▇▇▇’s Pro Rata Share Lender's Applicable Percentage of the outstanding aggregate principal amount of all outstanding Advances; (iv) such Standby Loans made pursuant to Section 2.04. Each Lender’s participation 's Commitment is set forth opposite its name 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 Schedule 2.01. Such Commitments may be terminated, reduced or increased from time exceed the Aggregate Commitment Amountto time pursuant to Section 2.11. 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, pay or prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for Standby Loans. (b) For purposes of paragraph (a) above, if the foregoing clause (v)Dollar Equivalent of an outstanding Borrowing denominated in an Alternative Currency, 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 determined by the Administrative Agent for based upon the account applicable Spot Exchange Rate as of the date that is three Business days before the end of the Interest Period with respect to such Borrowing, does not exceed by more than 5% the Assigned Dollar Value of such Defaulting Lender pursuant Borrowing, and if the entire amount of such Borrowing is to Section 2.16.12be refinanced with a new Borrowing of equivalent amount in the same currency and by the same Borrower, then such Borrowing shall continue to have the same Assigned Dollar Value as in effect prior to such refinancing. The Administrative Agent shall determine the applicable Spot Exchange Rate as of the date three Business days before the end of an Interest Period with respect to a Borrowing denominated in an Alternative Currency and shall promptly notify the Company and the Lenders whether the Dollar Equivalent of such Borrowing exceeds by more than 5% the Assigned Dollar Value thereof. (c) In the event that any Borrower wishes to make a Borrowing in any Alternative Currency other than Euros or Sterling, such Borrowing shall be made as a Competitive Borrowing.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (aeach, an “Initial Term Loan”) make Advances to the Borrower on the Closing Date, 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 $1,650,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or SOFR 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 (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. (b) participate in Facility LCs issued Subject to and upon the request terms and conditions herein set forth, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans denominated in Dollars (each, a “Delayed Draw Term Loan” and, collectively, the “Delayed Draw Term Loans”) to the Borrower from time to time after the Closing Date until, but not including, the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans (i) shall not exceed, for any such Lender, the Available Delayed Draw Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Delayed Draw Term Loan Commitment, (iii) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans; provided that all such Delayed Draw Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Delayed Draw Term Loans of the same Type and (iv) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. Notwithstanding anything to the contrary in this Agreement, the Delayed Draw Term Loans (if and when funded) shall be added to and a part of the Initial Term Loans, shall have the same terms as the Initial Term Loans and the Initial Term Loans and the Delayed Draw Term Loans shall be treated as part of a single class of Initial Term Loans for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. (c) Subject to and upon the terms and conditions set forth herein each case Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that 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 Commitment Termination Revolving Credit Maturity Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time(B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans may 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 (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan 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 Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. (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 Subject to and upon the terms and conditions herein set forth, each Cashless Option Lender severally agrees to exchange its Existing Term Loan for a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate like principal amount of all Advances by Tranche B-1 Term Loans (or such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal lesser 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 as determined by the Administrative Agent for Amendment No. 1 Arrangers) on the account of such Defaulting Lender pursuant to Section 2.16.12.Amendment No. 1

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. 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 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 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 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 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 (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. 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 (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. (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 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 (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. Each Lender severally agrees, on (A) Subject to and upon the terms and conditions hereinafter herein set forth, each Bank severally agrees to make a loan or loans (aeach a "Revolving Loan" and, collectively, the "Revolving Loans") make Advances to the Borrower Borrower, which Revolving Loans: (i) shall be made at any time and from time to time on and after the Effective Date and prior to such Bank's Maturity Date; (bii) participate in Facility LCs issued upon may, at the request option of the Borrower, in each case from time to time during the period from the date hereof be incurred and maintained as, and/or converted into, Reference Rate Loans or Eurodollar Loans, provided that all Revolving Loans made by all Banks pursuant to the Commitment Termination Datesame Borrowing shall, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; unless otherwise specifically provided that herein, consist entirely of Revolving Loans of the same Type; (iiii) no Advance may be made unless all Lenders have consented thereto as more fully provided repaid and reborrowed in Section 3.02accordance with the provisions hereof; and (iiiv) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to (iiiA) the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings and (II) the aggregate principal amount of all Advances by Swingline Loans then outstanding plus (B) the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate outstanding principal amount of all Competitive Bid Loans then outstanding and (II) Commercial Paper Outstandings at such time, equals the Commitment of such Bank at such time. (B) Subject to and upon the terms and conditions herein set forth, each Swingline Lender severally agrees, at any time and from time to time on and after the Effective 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, which Swingline Loans: (i) shall be Reference Rate Loans; (ii) shall have the benefit of the provisions of Section 1.01(C); (iii) shall not exceed in the aggregate at any one time outstanding the Swingline Commitment of such ▇▇▇▇▇▇’s Pro Rata Share of Swingline Lender at such time; (iv) shall not exceed in the aggregate for all Swingline Lenders at any one time outstanding, when combined with the aggregate principal amount of all Revolving Loans and Competitive Bid Loans then outstanding Advancesand all Letter of Credit Outstandings and all Commercial Paper Outstandings at such time, the Total Commitment then in effect; and (v) may be repaid and reborrowed in accordance with the provisions hereof. On (x) the Swingline Maturity Date, all Swingline Loans shall be repaid in full and (y) the last Business Day of each calendar quarter, all Swingline Loans shall be repaid in full and may not be reborrowed until the next succeeding Business Day, provided that repayment of the Swingline Loans pursuant to this clause (y) shall not be required to the extent that the aggregate outstanding principal amount of Swingline Loans to be repaid is less than $25,000,000. No Swingline Lender will make a Swingline Loan after it has received written notice from the Required Banks that one or more of the applicable conditions to Credit Events specified in Section 5.02 are not then satisfied. (C) On any Business Day, a Swingline Lender (the "Notifying SL Lender") may, in its sole discretion, give notice to the Payments Administrator that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given by each Swingline Lender and each Swingline Lender shall constitute a Notifying SL Lender upon the occurrence of an Event of Default under Section 9.05), in which case a Borrowing of Revolving Loans constituting Reference Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank's Adjusted Percentage, and the proceeds thereof shall be applied directly to repay all Swingline Lenders for their outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Reference Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Notifying SL Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder; (ii) whether any conditions specified in Section 5.02 are then satisfied; (iii) whether a Default or an Event of Default has occurred and is continuing; (iv) the date of such Lender’s participation Mandatory Borrowing; and (v) any reduction in Facility LCs the Total Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Bank (other than each Swingline Lender with respect to its Swingline Loans) hereby agrees that it shall forthwith purchase from each Swingline Lender (without recourse or warranty) such assignment of its outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages, provided that all interest payable on such Swingline Loans shall be for the account of the Swingline Lenders until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase. (D) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees that the Borrower may incur a loan or loans (each a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") pursuant to a Competitive Bid Borrowing from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is 14 days prior to the Final Maturity Date, provided, that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding principal amount of Competitive Bid Loans when combined with the aggregate outstanding principal amount of all Revolving Loans and Swingline Loans then outstanding, the aggregate Commercial Paper Outstandings and the aggregate Letter of Credit Outstandings at such time shall not exceed the Total Commitment at 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 Amounttime. Within the foregoing limits and subject to the other conditions set out in Section 1.04, Competitive Bid Loans may be repaid and reborrowed in accordance with the 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 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 (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 of all Advances by such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all at any one time outstanding Advances; (iv) which, when added to such Lender’s participation in Facility LCs shall Revolving Percentage of the L/C Obligations, does not exceed the amount of such Lender’s Pro Rata Share of all LC Obligations; and (v) Commitment. 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 hereofPeriod, the Borrower may use the Commitments by borrowing, repaying 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 Administrative Agent in accordance with Sections 2.2 and 2.3. (b) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment Termination Date; providedor increase the amount of its existing Commitment, furtheras applicable, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced in each case by an amount equal executing and delivering to the remainder of Administrative Agent an Increased Facility Activation Notice specifying (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (yi) the amount of cash collateral such increase and (ii) the Increased Facility 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. (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 F, 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. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of Eurodollar Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent for Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a Eurodollar Loan (with an interest period to be selected by the account of Borrower), and upon such Defaulting Lender conversion the Borrower shall pay any amounts owing pursuant to Section 2.16.122.12, if any, (with such conversion being treated as a prepayment of all outstanding Eurodollar Loans for the purposes of Section 2.12), (ii) any new borrowings of Loans on such date shall also be part of such single Loan and (iii) all Lenders (including the New Lenders) shall hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made in such a manner so as to achieve the foregoing.

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 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 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 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 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 (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 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. 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. Each Pursuant to the procedures set forth in Section 3 of this Amendment, each Lender severally agreesexecuting this Amendment consents and agrees to (1) this Amendment and the Amended and Restated Credit Agreement, (2) in the case of any Existing Revolving Lender, sell the entire aggregate principal amount of its Existing Revolving Loans and Existing Commitments via an assignment (at 100% of par) on the terms and conditions hereinafter set forth, to (a) make Advances Amendment No. 3 Effective Date pursuant to the Borrower Master Assignment and (b3) participate in Facility LCs issued upon on the request Amendment No. 3 Effective Date (or a later date selected by the Administrative Agent its sole discretion), purchase via an assignment (at 100% of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Date, par) Revolving Loans and Commitments in an aggregate principal amount not equal to exceed the amount set forth opposite such ▇▇▇▇▇▇Lender’s Commitment Amount as name on Schedule I to this Amendment (it being understood and agreed that such Lender’s signature to this Amendment shall be deemed to be such Lender’s written consent to the assignments described in effect from time to time; provided that the foregoing clauses (2) and (3)). Each Lender (i) no Advance may be made unless all Lenders confirms that it has received a copy of the Amended and Restated Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements that have consented thereto been delivered (or are required to have been delivered) under Section 5.01(a) or Section 5.01(b), as more fully provided in Section 3.02applicable, of the Existing Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) no Advance may be made agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided it shall deem appropriate at the time, continue to make its own credit decisions in Section 3.02taking or not taking action under the Amended and Restated Credit Agreement; (iii) appoints and authorizes the aggregate principal amount of all Advances Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended and Restated Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advancespowers as are reasonably incidental thereto; and (iv) such Lender’s participation agrees that it will perform in Facility LCs shall not exceed such Lender’s Pro Rata Share of accordance with their terms 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 obligations which by the Administrative Agent for terms of the account of such Defaulting Lender pursuant Amended and Restated Credit Agreement are required to Section 2.16.12be performed by it as a Lender.

Commitments. Each Lender severally agrees, on In connection with the terms and conditions hereinafter set forth, to foregoing: (a) make Advances Bank of America is pleased to the Borrower and (b) participate in Facility LCs issued upon the request provide its commitment to provide 56.1% 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 Incremental Facilities and PNC is pleased to provide its commitment to fund 43.9% of the principal amount of cash collateral held by the Incremental Facilities (in each case, on a pro rata basis between the Term Facility and the Revolving Facility Increase); (b) each of Bank of America and PNC is pleased to advise you of its willingness to consent to the Proposed Amendment; (c) each of BofA Securities and PNC Capital Markets, as a joint lead arranger and joint bookrunner (collectively in such capacities, the “Lead Arrangers”) for the Amended Credit Facilities, is pleased to advise you of its willingness to form a syndicate of financial institutions for the Incremental Facilities (such financial institutions, together with Bank of America, PNC and the lenders under the Existing Credit Agreement, the “Lenders”); (d) Bank of America will continue to act as sole Administrative Agent for the account Amended Credit Facilities; and (e) you hereby accept and agree to the foregoing commitments and consents, and appoint BofA Securities, Bank of America, PNC Capital Markets and PNC to the roles set forth above. The commitments of Bank of America and PNC hereunder are several and not joint No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded without the consent of the Lead Arrangers. BofA Securities shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Amended Credit Facilities and shall perform the duties and exercise the authority customarily performed and exercised by it in such Defaulting Lender pursuant to Section 2.16.12role.

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 Administrative 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 Administrative 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 be made unless all Lenders have consented thereto as more fully provided in Section 3.02; on or prior to May 15, 2004, (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 2.16(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, each Lender severally (and not jointly) 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 Borrowers 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 Revolving Loan Exposure exceeding such Lender’s Revolver 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; the Aggregate Revolving Loan Exposure exceeding the lesser of (iiix) 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; Commitments and (vy) the Outstanding Credit Extensions shall not at any time exceed Borrowing Base, subject to the Aggregate Commitment AmountAdministrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Sections 3.04 and 3.05. 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) Anything to the Commitment Termination Datecontrary in this Section 3.01 notwithstanding, Administrative Agent shall have the right (but not the obligation), in the exercise of its Permitted Discretion, including at the reasonable request of any Bank Product Provider, to establish and increase or decrease Bank Product Reserves, Rent Reserve and other Reserves against the Borrowing Base upon at least three (3) Business Days’ prior written notice to the Parent Borrower (during which period the Administrative Agent shall be available to discuss in good faith any such proposed Reserve with the Borrower and acknowledges that the Loan Parties may take any actions permitted under the Loan Documents to attempt to remedy any such event, condition or matter giving rise to any such Reserves; providedit being understood that the Administrative Agent shall make any determination of whether, furtherand to what extent, any such actions have been successful in its Permitted Discretion); provided that no such prior written notice shall be required (1) after the occurrence and during the continuance of a Specified Event of Default and (2) for purposes changes to any Bank Product Reserves, Rent Reserve or other Reserves resulting solely by virtue of mathematical calculations 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 Bank Product Reserve, Rent Reserve or other Reserve in accordance with the methodology of calculation previously disclosed and utilized; provided further no Loans shall be made to the Borrower (unless otherwise agreed by Administrative Agent in its sole discretion) if after giving effect to such Loan the outstanding Advances plus (y) the amount of cash collateral held Loans and outstanding Letters of Credit would exceed the Line Cap less such Reserves during such three (3) Business Days period. The amount of any Bank Product Reserve, Rent Reserve or other Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for the account such reserve and shall not be duplicative of such Defaulting Lender pursuant to Section 2.16.12any other eligibility criteria or reserve established and currently maintained.

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 not at any one time outstanding which, when added to exceed such ▇▇▇▇▇▇Lender’s Commitment Amount as in effect from time to time; provided that Revolving Percentage of the sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the L/C Obligations then outstanding 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 the Swingline Loans then outstanding, does 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) Commitment. 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 Administrative Agent in accordance with Sections 2.2 and 2.8. (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 Termination Date; providedor Commitments or increase the amount of its or their Commitment or Commitments by executing and delivering to the Administrative Agent, further, that for purposes in the case of the foregoing clause (v), at any time there is a Defaulting 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 Effective Date pursuant to this paragraph shall not exceed $500,000,000, 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. 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.

Commitments. Each Lender Fund hereby severally agrees(and not jointly or jointly and severally) commits to purchase or cause to be purchased at or prior to the Closing, directly or indirectly and through one or more intermediate vehicles or Persons, on the terms and subject to the conditions hereinafter set forthforth herein, equity or debt securities of Parent with a cash purchase price up to the amount set forth opposite such Fund’s name on Schedule A hereto (each a “Commitment Amount”, and the aggregate cash purchase price payable by all of the Funds collectively, not to exceed $1,320,000,000.00, the “Aggregate Commitment”), the net proceeds of which, together with the net proceeds of the Debt Financing, will be used, as needed, solely to (a) make Advances fund the Aggregate Merger Consideration as and when required to be paid, or caused to be paid, by Parent at the Borrower Closing pursuant to Section 2.2(a) of the Merger Agreement, and solely with respect to 102 Shares, 102 Options, 102 RSUs, 3(i) Options and 3(i) RSUs, Section 2.4 of the Merger Agreement and (b) participate pay fees and expenses required to be paid by Parent or any of its Subsidiaries at the Closing in Facility LCs issued upon connection with the request of transactions contemplated by the BorrowerMerger Agreement (collectively, in each case from time to time during the period from “Closing Payments”). Notwithstanding the date hereof to the Commitment Termination Dateforegoing, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; provided that (i) no Advance may the Aggregate Commitment to be made unless all Lenders have consented thereto as more fully provided in Section 3.02; funded pursuant to this Agreement shall be reduced to the extent that the transactions contemplated by the Merger Agreement can be consummated with such reduced equity or debt funding, (ii) no Advance each Fund may allocate all or a portion of its Commitment Amount to one or more permitted assignees in accordance with Section 12, and the Commitment Amount of such Fund hereunder will be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; reduced dollar-for-dollar by any amounts actually contributed to Parent by such permitted assignees (and not returned or used to satisfy any other obligations other than the Closing Payments) at or prior to the Closing, and (iii) the aggregate principal no Fund will have any obligation under any circumstances to contribute to, purchase equity or debt securities of, or otherwise provide funds to, Parent in any amount in excess 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 its respective Commitment Amount shall (as may be reduced by an amount equal to in accordance with the remainder terms 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. 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 agreesIn connection with the foregoing, on the terms and conditions hereinafter set forth, to (a) make Advances Jefferies is pleased to advise you of its several, but not joint, commitment to provide 45% of the Borrower and principal amount of each of the Facilities, (b) participate in Facility LCs issued upon the request BoA is pleased to advise you of its several, but not joint, commitment to provide 45% of the Borrowerprincipal amount of each of the Facilities and (c) CS is pleased to advise you of its several, but not joint, commitment to provide 10% 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 Sheet 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 and upon the terms and conditions hereinafter ----------- set forthforth herein, each Bank with a Term Loan Commitment severally agrees to make a term loan or term loans (aeach, a "Term Loan" and, collectively, the "Term Loans"), which Term Loans: (i) make Advances shall be incurred (x) by Acquisition Corp. pursuant to a single drawing on the Initial Borrowing Date for the purposes described in Section 7.05(a)(i), (y) by Acquisition Corp. pursuant to one or more drawings after the Initial Borrowing Date and prior to the Borrower Merger Date for the purposes described in Section 7.05(a)(ii) and (bz) participate by SMT pursuant to a single drawing on the Merger Date for the purposes described in Facility LCs issued upon Section 7.05(a)(iii); (ii) shall be denominated in U.S. Dollars; (iii) except as hereafter provided, shall, at the request option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that (x) except as otherwise -------- specifically provided in Section 1.10(b), all Term Loans made as part of the same Borrowing shall at all times consist of Term Loans of the same Type and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each case of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing; (iv) shall not exceed for any Bank, in initial principal amount for the Term Loans being made by such Bank on the Initial Borrowing Date, that amount which equals the remainder of (x) the Term Loan Commitment of such Bank as in effect on the Initial Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)) less (y) the Interest Holdback Amount of ---- such Bank at such time; (vi) shall not exceed for any Bank, in initial principal amount for the Term Loans being made by such Bank on the Merger Date, that amount which equals the Term Loan Commitment of such Bank as in effect on the Merger Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)); and (vii) shall not exceed for any Bank, in initial principal amount for the Term Loans being made by such Bank on any Interim Term Loan Borrowing Date, that amount which equals the lesser of (x) the Term Loan Commitment of such Bank as in effect on such Interim Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)) and (y) the Interest Holdback Amount of such Bank at such time; Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions herein set forth, each RL Bank severally agrees, at any time and from time to time during on and after the period from the date hereof Initial Borrowing Date and prior to the Commitment Termination Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to SMT, which Revolving Loans: (i) shall be denominated in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; U.S. Dollars; (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (ix) no Advance may be made unless all Lenders have consented thereto except as more fully otherwise specifically provided in Section 3.02; -------- 1.10(b), all Revolving Loans made as part of the same Borrowing shall at all times be of the same Type and (iiy) unless the Agent has determined that the Syndication Date has occurred, no Advance more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as a the initial Borrowing of Term Loans that are maintained as Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Advances by Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Lender Bank at such time; and (v) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such ▇▇▇▇▇▇’s Pro Rata Share of time and (y) the aggregate principal amount of all outstanding Advances; Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, exceeds an amount equal to the Total Available Revolving Loan Commitment then in effect. (c) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Merger Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans: (i) shall be denominated in U.S. Dollars; (ii) shall be made and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) such Lender’s participation in Facility LCs shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans made by Non-Defaulting Banks then outstanding and (y) the Letter of Credit Outstandings at such Lender’s Pro Rata Share time, an amount equal to the Adjusted Total Available Revolving Loan Commitment at such time (after giving effect to any changes thereto on such date); and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (d) On any Business Day, BTCo may, in its sole discretion, give notice to the ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed -------- to have been automatic ally given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all LC Obligations; ▇▇ ▇▇▇▇▇ pro rata based on each RL Bank's Adjusted RL Percentage, and the proceeds --- ---- thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each RL Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the Outstanding Credit Extensions amount of the Total Available Revolving Loan Commitment or the Adjusted Total Available Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Bank (other than BTCo) hereby agrees that it shall not at forth with purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the ▇▇ ▇▇▇▇▇ to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any time exceed termination of the Aggregate Commitment Amount. Within the foregoing limits and subject Revolving Loan Commitments pursuant to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to last paragraph of Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v10), 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 provided that (x) all interest payable on -------- the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Bank purchasing same from and after such date of purchase and (y) at the time any purchase of assignments pursuant to this sentence is actually made, the purchasing RL Bank shall be required to pay BTCo interest on the principal amount of assignment purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such Defaulting Lender’s outstanding Advances plus (y) assignment, at the amount of cash collateral held by the Administrative Agent rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for the account of such Defaulting Lender pursuant to Section 2.16.12each day thereafter.

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 and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to (a) make Advances the Initial Term Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time of which may be incurred pursuant to time during a single drawing on the period from the date hereof to the Commitment Termination Initial Borrowing Date, in an aggregate the principal amount not equal to exceed such Lender’s respective Initial Term Loan Commitment, (ii) Tranche 8 Loans, which may be incurred pursuant to a single drawing on the Tranche 8 Borrowing Date, in a principal amount equal to 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; Tranche 8 Commitment, and (iii) Tranche 9 Loans, which may be incurred pursuant to a single drawing on the aggregate Tranche 9 Borrowing Date, in a principal amount of all Advances by such Lender shall not exceed equal to such ▇▇▇▇▇▇’s Pro Rata Share of Tranche 9 Commitment. (b) Notwithstanding the aggregate foregoing, (i) in no event will the 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 Total Commitments 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 lesser of (A) such Defaulting Lender’s Commitment Amount minus (B) 65% of the sum Vessel Appraisal Value of (x) the principal amount of such Defaulting Lender’s outstanding Advances Collateral Vessels plus (y) Venture Manatee and Venture Venice, in each case, based on the Closing Date Appraisals (it being understood and agreed that Venture Manatee and Venture Venice shall not be included for determining the principal amount of cash collateral held by the Administrative Agent for Initial Term Loans available on the account Initial Borrowing Date), and (B) $1,500,000,000, (ii) in no event will the principal amount of such Defaulting Lender pursuant to the Tranche 8 Commitments on the Tranche 8 Borrowing Date exceed the 65% of the Vessel Appraisal Value of Venture Manatee (determined in accordance with the Vessel Appraisals delivered in accordance with Section 2.16.124.02), and (iii) in no event will the principal amount of the Tranche 9 Commitments on the Tranche 9 Borrowing Date exceed the 65% of the Vessel Appraisal Value of Venture Venice (determined in accordance with the Vessel Appraisals delivered in accordance with Section 4.03).

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 agrees, on (A) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender severally agrees to make a loan or loans to the Borrower, which loans shall be drawn, to the extent such Lender has a commitment under such Facility, under the A-1 Term Loan Facility, the A-2 Term Loan Facility and the Revolving Loan Facility, as set forth below: (a) make Advances to Loans under the A-1 Term Loan Facility (each, an "A-1 Term Loan" and, collectively, the "A-1 Term Loans") (i) shall be incurred by the Borrower and pursuant to a single drawing, which shall be on the Initial Borrowing Date, (bii) participate shall be denominated in Facility LCs issued upon U.S. Dollars, (iii) except as hereafter provided, may, at the request option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, PROVIDED, that (x) all A-1 Term Loans made by all Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of A-1 Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of A-1 Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the A-1 Term Loan Commitment, if any, of such Lender at such time (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, A-1 Term Loans may not be reborrowed. (b) Loans under the A-2 Term Loan Facility (each, an "A-2 Term Loan" and, collectively, the "A-2 Term Loans") (i) shall be incurred by the Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) except as hereafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, PROVIDED, that (x) all A-2 Term Loans made by all Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of A-2 Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of A-2 Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each case of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on, or within five Business Days after, the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing, and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the A-2 Term Loan Commitment, if any, of such Lender at such time (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, A-2 Term Loans may not be reborrowed. (c) Each loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans") (i) may be incurred by the Borrower at any time and from time to time during on and after the period from the date hereof Initial Borrowing Date and prior to the Commitment Termination Revolving Loan Maturity 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 shall be made and maintained in such Approved Currency as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; is requested by the Borrower, (iii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as and/or converted into, one or more Borrowings of Base Rate Loans, Eurodollar Loans or Euro Denominated Revolving Loans, PROVIDED, that (x) all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), (1) no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of A-1 Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and (2) all Borrowings of Euro Denominated Revolving Loans shall have Interest Periods of one month, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) in the case of Euro Denominated Revolving Loans, may not be incurred if the aggregate principal amount Principal Amount of all Advances outstanding Euro Denominated Revolving Loans (after giving effect to the respective proposed incurrence of Euro Denominated Revolving Loans), when added to (x) the aggregate Principal Amount of all Euro Denominated Swingline Loans then outstanding and (y) the Euro Denominated Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings in respect of Euro Denominated Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Euro Denominated Revolving Loans or Euro Denominated Swingline Loans), would exceed $75,000,000, and (vi) shall not exceed for any Lender at any time outstanding that aggregate Principal Amount which, when added to (I) the aggregate Principal Amount of all other Revolving Loans made by such Lender shall not exceed and then outstanding, and (II) such ▇▇▇▇▇▇’s Pro Rata Share Lender's RL Percentage, if any, of the aggregate principal amount Principal Amount of all Swingline Loans then outstanding Advances; and the Letter of Credit Outstandings (ivexclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans), equals the Available Revolving Loan Commitment, if any, of such Lender at such time. (B) such Lender’s participation Subject to and upon the terms and conditions herein set forth, DBAG in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Credit Extensions shall not its individual capacity agrees to make 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 after the Initial Borrowing Date and reborrow hereunder prior to the Commitment Termination Swingline Expiry Date; provided, furthera loan or loans to the Borrower (each, that for purposes of a "Swingline Loan" and, collectively, the foregoing clause (v"Swingline Loans"), which Swingline Loans (i) shall be made and maintained in such Approved Currency as is requested by the Borrower, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate Principal Amount at any time there is a Defaulting Lenderoutstanding, when combined with the Aggregate Commitment aggregate Principal Amount shall be reduced by of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at such time, an amount equal to the remainder Total Available Revolving Loan Commitment then in effect, (iv) in the case of (A) such Defaulting Lender’s Commitment Euro Denominated Swingline Loans, shall not exceed in aggregate Principal Amount minus (B) the sum of at any time outstanding, when combined with (x) the principal amount aggregate Principal Amount of such Defaulting Lender’s all Euro Denominated Revolving Loans then outstanding Advances plus and (y) the Euro Denominated Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings in respect of Euro Denominated Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Euro Denominated Revolving Loans or Euro Denominated Swingline Loans), $75,000,000 and (v) shall not exceed in aggregate Principal Amount at any time outstanding the Maximum Swingline Amount. DBAG shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless DBAG has entered into arrangements satisfactory to it and the Borrower to eliminate DBAG's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans. DBAG will not make a Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as DBAG shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Lenders. (C) On any Business Day, DBAG may, in its sole discretion, give notice to the RL Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans denominated in the relevant Approved Currency (each such Borrowing, an "RL Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders PRO RATA based on each RL Lender's RL Percentage, and the proceeds thereof shall be applied directly to repay DBAG for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each RL Mandatory Borrowing in the amount, in the relevant Approved Currency and in the manner specified in the preceding sentence and on the date specified in writing by DBAG, notwithstanding (i) that the amount of cash collateral held by the Administrative Agent RL Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5A or 5B are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such RL Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment after any such Swingline Loans were made. In the event that any RL Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RL Lender (other than DBAG) hereby agrees that it shall forthwith purchase from DBAG (without recourse, representation or warranty, other than a representation and warranty that such Swingline Loans are transferred free and clear of any liens) such assignment of the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages, PROVIDED that all interest payable on the Swingline Loans shall be for the account of DBAG until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Lender purchasing same from and after such Defaulting Lender pursuant to Section 2.16.12date of purchase.

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 agreesClass A Commitments: The Class A Aggregate Commitment Atlas Securitized Products Funding 1, on the terms and conditions hereinafter set forth, to L.P. $ [***] First-Citizens Bank & Trust Company (a) make Advances successor by purchase to the Borrower and Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A. (bas successor to Silicon Valley Bank)) participate in Facility LCs issued upon $ [***] East West Bank $ [***] ING Capital LLC $ [***][***] Total: $ [***] [***] Class B Commitments: The Class B-I Aggregate Commitment LibreMax OpportunisticE Value Master Fund, LPLtd. $ [***] [***] Total: $ [***] LibreMax Opportunistic Value Master Fund, LP $ [***] [***] Total: $ [***][***] EXHIBIT F FORM OF ASSIGNMENT AGREEMENT This Assignment Agreement (the request “Assignment Agreement”) is dated as of the BorrowerEffective 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 set forth in each case from time Annex 1 attached hereto are hereby agreed to time during and incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full. For an agreed consideration, the period Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the date hereof Assignor, subject to and in accordance with the Commitment Termination DateStandard Terms and Conditions and the Credit Agreement, 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. (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 that provided, however, that, during any calendar month, 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 the Facility Amount for such ▇▇▇▇▇▇’s Pro Rata Share of month at any time; further provided, however, that, during any calendar month (or applicable portion thereof), the aggregate principal amount of all Advances outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed the Advance Sublimit for such Lender’s Pro Rata Share of all LC Obligationsmonth (or applicable portion thereof) at any time; 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; further 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 (xi) the principal aggregate Letter of Credit Amount of all Letters of Credit outstanding that were issued at the request of THQI and (ii) the aggregate amount of unreimbursed drawings under all Letters of Credit that were issued at the request of THQI shall not exceed $10,000,000 at any time (said agreement by each Lender, subject to the foregoing provisos, herein called 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.'s "Commitment"

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 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 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 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 agreesIn connection with the foregoing, 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 MSSF and WFBNA hereby severally, and not exceed such ▇▇▇▇▇▇’s Pro Rata Share jointly, commit to provide 70% and 30%, respectively, of the aggregate principal amount of all outstanding Advances; the Bridge Facility to the Borrower (ivMSSF and WFBNA, in such capacities, the “Initial Lenders”) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (vii) MSSF hereby commits to act as the Outstanding Credit Extensions shall not at any time exceed sole administrative agent (in such capacity, the Aggregate “Administrative Agent”) for the Bridge Facility, all upon the terms set forth in this Commitment Amount. Within Letter and in the foregoing limits Fee Letters (as hereinafter defined) and subject solely to the Funding Conditions (as hereinafter defined). Each of MSSF and W▇▇▇▇ Fargo are pleased to advise you of its willingness to act as, and you hereby agree to engage each of MSSF and W▇▇▇▇ Fargo as, (a) joint lead arranger and joint bookrunner (in such capacities, the “Lead Arrangers”) for the Bridge Facility, and in connection therewith, the Lead Arrangers shall use their commercially reasonable efforts to form a syndicate of banks and financial institutions (including the Initial Lenders) (collectively, the “Lenders”) in accordance with Section 3 hereof. For purposes of this Commitment Letter and the Fee Letters, (i) “Effective Date” shall mean the date of effectiveness of the Loan Documentation (as hereinafter defined) in accordance with the terms set forth under the heading “Conditions Precedent to Effectiveness” in the Term Sheet and (ii) “Funding Date” shall mean the date of the consummation of the Tender Offer and the Merger and on which the Lenders extend the loans to the Borrower under the Bridge Facility. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other provisions titles will be awarded unless you and we shall so agree in writing; provided that within fifteen (15) business days of the date hereof, the Borrower you may from time appoint up to time borroweleven (11) additional agents, prepay pursuant co-agents, or joint lead arrangers (but no additional bookrunners) (each, an “Additional Arranger”) and award to Section 2.10 and reborrow hereunder prior to the Commitment Termination Datesuch Additional Arrangers economics in respect thereof as determined by you; provided, further, that for purposes the aggregate economics payable to such Additional Arrangers and their affiliates in respect of the foregoing clause Bridge Facility shall not exceed 44.75% of the total economics which would otherwise be payable to the Commitment Parties pursuant to the Fee Letter (as defined below) (it being understood that (i) the commitments of MSSF and WFBNA hereunder will be reduced dollar-for-dollar on a pro rata basis by the amount of the commitments of each such Additional Arranger (or its relevant lending affiliate) (each, an “Additional Commitment Party”) under the Bridge Facility upon the execution of customary Joinder Agreements (as defined below) reasonably satisfactory to us and you, (ii) the commitments assumed by each such Additional Commitment Party for the Bridge Facility will be in proportion to the economics allocated to such Additional Arranger, (iii) no Additional Arranger (nor any affiliate thereof) shall receive greater economics in respect of the Bridge Facility than those received by MSSF or W▇▇▇▇ Fargo, (iv) MSSF shall receive no less than 38.675% of the total economics which would otherwise be payable to the Commitment Parties pursuant to the Fee Letter and (v) W▇▇▇▇ Fargo shall receive no less than 16.575% of the total economics which would otherwise be payable to the Commitment Parties pursuant to the Fee Letter. Each party hereto agrees to execute such joinder agreements, amendments, amendments and restatements and other documents with respect to this Commitment Letter and the Fee Letter as are required to give effect to this paragraph (each, a “Joinder Agreement”), at pursuant to which such Additional Commitment Party (and its relevant lending affiliate, as applicable) agrees to become party to this Commitment Letter as a Commitment Party and an Initial Lender and agrees to extend commitments directly to you on the terms set forth herein (it being understood that such Joinder Agreements shall not add any time there conditions to the availability of the Bridge Facility or change the terms of the Bridge Facility or change compensation in connection therewith except as set forth in this Commitment Letter and the Fee Letter and shall otherwise be reasonably satisfactory to you and us). It is understood and agreed that, in the event any Additional Commitment Party shall become a Defaulting Lenderparty hereto, the Aggregate commitments and other obligations of the Commitment Amount Parties and Initial Lenders hereunder shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of several and not joint. It is understood and agreed that (x) MSSF will have the principal amount of left and highest placement on any information memoranda and other marketing materials relating to the Bridge Facility, and shall hold the role and responsibilities conventionally associated with such Defaulting Lender’s outstanding Advances plus placement, including maintaining sole physical books for the Bridge Facility and (y) W▇▇▇▇ Fargo will appear to the amount immediate right of cash collateral held by MSSF on any information memoranda and other marketing materials relating to the Administrative Agent for Bridge Facility, and shall hold the account of role and responsibilities conventionally associated with such Defaulting Lender pursuant to Section 2.16.12placement.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Committed Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Company 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 Committed 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 Committed Credit Exposures, plus the aggregate principal amount of all Advances by such Lender outstanding Competitive Loans, exceeding the Total Commitment. In furtherance of the foregoing, the aggregate amount of the Total Commitment shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share be deemed used from time to time to the extent of the aggregate principal amount of all outstanding Advances; (iv) the Competitive Loans then outstanding, and such Lender’s participation in Facility LCs deemed use of the Total Commitment shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) be applied to the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountLenders ratably according to their respective Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Committed Loans. (b) The Company 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 borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to an increase in the Commitment Termination Date; provided, further, that for purposes total Commitments of the foregoing clause 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 (v)i) no Default or Event of Default shall have occurred hereunder which is continuing, at any time there is a Defaulting (ii) no such increase shall cause the aggregate Commitments hereunder to exceed $1,500,000,000 and (iii) no Lender, the Aggregate 's Commitment Amount shall be reduced by an amount equal to the remainder of (A) increased without 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's consent.

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 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. (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. 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 (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 in effect from time to time; provided that 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 (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; (iiix) the aggregate principal amount of all Advances by such Lender shall not exceed such ▇L▇▇▇▇▇’s Pro Rata Share 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 all outstanding Advances; (ivx) the amount of such L▇▇▇▇▇’s Commitment then in effect and (y) such LenderL▇▇▇▇▇’s participation Commitment Percentage of the Borrowing Base as then in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and effect (v) based on the Outstanding Credit Extensions shall not Borrowing Base Certificate last delivered, subject to recalculation at any time exceed based on the Aggregate Administrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)). During the Commitment Amount. Within Period, each of the foregoing limits Borrowers may use the Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and subject to reborrowing, all in accordance with the other provisions terms and conditions hereof, the Borrower . (b) The Revolving Loans shall be made in Dollars and may from time to time borrowbe (i) Term SOFR Loans, prepay pursuant (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to Section 2.10 the Administrative Agent in accordance with subsections 2.2 and reborrow hereunder 4.2; provided that no Revolving Loan shall be made as a Term SOFR Loan after the day that is one month prior to the Commitment Termination 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 for purposes such Agent may only establish an Availability Reserve after the Amendment No. 3 Effective Date based on an event, condition or other circumstance arising after the Amendment No. 3 Effective Date or based on facts not known to the Administrative Agent as of the foregoing clause Amendment No. 3 Effective Date (v)other than, at any time there is a Defaulting Lenderin each case, 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 Availability Reserves established in connection with (x) payables to vendors entitled to the principal amount benefits of such Defaulting Lender’s outstanding Advances plus (y) Perishable Agriculture Commodities Act, 1930, as amended from time to time, the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant Packers and Stockyard Act, 1921, as amended from time to Section 2.16.12time, or any similar statute or regulation.

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 (a) Subject to the terms and conditions hereinafter set forthhereof, each Lender that is an Existing Lender severally agrees to (a) make Advances continue the Existing Term Loans of such Existing Lender on the Closing Date in an amount equal 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 outstanding principal amount of all Advances such Existing Term Loans on the Closing Date, provided that the amount of Existing Term Loans so continued by such each Lender shall not exceed the Commitment of such ▇▇▇▇▇▇Lender. (b) Subject to the terms and conditions hereof each Lender severally agrees to make a term loan to the Borrower on the Closing Date in an amount equal to (i) in the case of each Lender that is also an Existing Lender, the amount, if any, by which such Lender’s Pro Rata Share Commitment exceeds the Existing Term Loans of such Lender continued pursuant to Section 2.1(a) and (ii) in the case of each Lender that is not an Existing Lender, the amount of the aggregate Commitment of such Lender. (c) The Borrower shall on the Closing Date pay to the Administrative Agent for the benefit of each Lender which continues an Existing Term Loan pursuant to Section 2.1(a) a fee in an amount equal to 1% of the principal amount so continued. Each Term Loan made pursuant to Section 2.1(b) shall be made with an original issue discount of 1.0% of the principal amount of all outstanding Advances; such Term Loan. (ivd) 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 The Term Loans may from time to time borrowbe Eurodollar Loans or ABR Loans, prepay pursuant as determined by the Borrower and notified 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 2.16.12in accordance with Sections 2.2 and 2.6.

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 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 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 forthhereof, each 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 on or after the Effective Date and 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 ▇▇▇▇▇▇Lender’s Commitment Amount as in effect from time to time; provided that Percentage of the sum of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the L/C Obligations then outstanding 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 the Swingline Loans then outstanding, does not exceed the amount of such ▇▇▇▇▇▇Lender’s Pro Rata Share of Commitment; provided that, (x) subject to Section 10.1, the aggregate outstanding principal amount of all Loans plus the aggregate outstanding Advances; (iv) such Lender’s participation amount of L/C Obligations in Facility LCs shall not exceed such Lender’s Pro Rata Share respect of all LC Obligations; and (v) the Outstanding Non-Procurement Letters of Credit Extensions shall may not at any time exceed the Aggregate Commitment Amount. Within Non-Procurement Facility Limit, (y) the foregoing limits and subject Total Extensions of Credit may not at any time prior to the other provisions hereofRelease Date exceed the outstanding principal amount of the Senior Bond and (z) after giving effect to the Revolving Loans requested to be made, the aggregate amount of the Available Commitments shall not be less than zero. During the 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 borrowbe Eurodollar Loans or ABR Loans, prepay as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.9. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date; provided that, prior to the release of the Senior Bond pursuant to Section 2.10 and reborrow hereunder prior 10.16, any principal payment under the Senior Bond shall automatically be deemed to the Commitment Termination Date; provided, further, that for purposes be an equal principal payment in respect of the foregoing clause Loans (v), at but any time there such principal payment under the Senior Bond shall not reduce the face amount thereof unless such payment is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced accompanied by an amount equal to permanent reduction in 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 2.16.12Total Commitments).

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 agreesFund hereby irrevocably commits (its “Commitment”), on subject to the terms and conditions hereinafter set forthforth herein, that, at or prior to the Closing, it shall purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, equity securities of Parent with an aggregate purchase price in cash of immediately available funds equal to the dollar amount set forth next to its name on Schedule A hereto (as to each Fund, its “Cap” and in the aggregate, the “Aggregate Commitment Amount”). Notwithstanding anything to the contrary in this Letter Agreement, this Letter Agreement may not be enforced against any Fund without giving effect to its applicable Cap and in no event shall any Fund’s aggregate liability for the Commitment and pursuant to this Letter Agreement exceed its applicable Cap. The Aggregate Commitment Amount will be used to: (a) make Advances fund all amounts required to be paid by Parent at the Borrower Closing pursuant to Section 2.6 and Section 3.1(a) of the Merger Agreement; (b) participate without duplication, pay the fees, costs and expenses required to be paid by Parent or Merger Sub pursuant to Section 8.1(b) and Section 10.3(a) in Facility LCs issued upon connection with 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 ObligationsClosing; and (vc) any amount set forth in the True-Up Notice in accordance with Section 10.1(d)(v) of the Merger Agreement (collectively, clauses (a), (b) and (c) the Outstanding Credit Extensions shall not at any time exceed “Closing Payments”). To the extent that the Aggregate Commitment Amount. Within Amount is insufficient to fully satisfy 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 payment of the foregoing clause (v), at any time there is a Defaulting LenderClosing Payments, the Aggregate Commitment Amount shall be reduced by an amount equal applied first to satisfy the remainder payment of the items in clause (Aa) such Defaulting Lender’s Commitment Amount minus of the Closing Payments and then to satisfy the payment of the items in clause (Bb) of 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 2.16.12Closing Payments.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Revolving Lender severally 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 in U.S. Dollars 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 Revolving Credit Exposure exceeding such Lender’s Pro Rata Share of all LC Obligations; and Revolving Commitment or (vb) the Outstanding sum of the total Revolving Credit Extensions shall not at any time exceed Exposures exceeding the Aggregate Commitment Amounttotal Revolving 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) Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a Term Loan (other than New Term Loans) to the Borrower in U.S. Dollars in a single Borrowing on the Effective Date in the principal amount requested by the Borrower in accordance with Section 2.03 (not to exceed such Lender’s Term Loan Commitment). The Term Loan Commitments of the Lenders to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 2.04) shall expire on the earlier of (a) the date specified in Section 4.01 in the event that the conditions set forth in Section 4.1 are not satisfied (or waived pursuant to Section 2.10 and reborrow hereunder 9.02) at or prior to 3:00 p.m. New York City time on such date, or (b) the Commitment Termination Date; provided, further, that for purposes date of the foregoing clause Borrowings of Term Loans (vthe “Term Loan Commitment Expiry Date”), at any time there . Any portion of the Term Loans that is a Defaulting Lender, the Aggregate Commitment Amount shall repaid 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 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 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 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 $3,500,000,000, and reborrow hereunder (iii) no Lender’s Commitment shall be increased without such Lender’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. 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 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 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 (a) Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances Committed Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case Company 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 Committed 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 Committed Credit Exposures, plus the aggregate principal amount of all Advances by such Lender outstanding Competitive Loans, exceeding the Total Commitment. In furtherance of the foregoing, the aggregate amount of the Total Commitment shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share be deemed used from time to time to the extent of the aggregate principal amount of all outstanding Advances; (iv) the Competitive Loans then outstanding, and such Lender’s participation in Facility LCs deemed use of the Total Commitment shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) be applied to the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountLenders ratably according to their respective Commitments. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Committed Loans. (b) The Company 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 borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to an increase in the Commitment Termination Date; provided, further, that for purposes total Commitments of the foregoing clause 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 (v)1) no Default or Event of Default shall have occurred hereunder which is continuing, at any time there is a Defaulting Lender, (2) no such increase shall cause the Aggregate Commitment Amount shall be reduced by an amount equal aggregate Commitments hereunder to the remainder of exceed $1,850,000,000 and (A3) such Defaulting no Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of shall be increased without 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 2.16.12consent.

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. Each Lender severally agrees, on 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 Loans to the each Borrower requesting a Borrowing, 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 on and after the date hereof to and until the earlier of the Revolver Termination Date and the termination of the Commitment Termination Dateof such Lender, in an aggregate principal amount at any time outstanding not to exceed such ▇▇▇▇▇▇Lender’s Commitment Amount as in effect from at such time, subject, however, to the conditions that: (a) at no 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) shall the outstanding aggregate principal amount of all Advances Loans (including, if the Term Loan Conversion has been elected, Term Loans) made by all Lenders plus the aggregate L/C Exposure of such Lender Lenders at such time exceed the Total Commitment; (b) at no time shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding aggregate principal amount of all Loans (including, if the Term Loan Conversion has been elected, Term Loans) made by all Lenders to WRECO exceed $400,000,000; and (c) at all times the outstanding Advances; aggregate principal amount of all Loans made by each Lender shall equal the product of (ivi) such the Applicable Percentage times (ii) the outstanding aggregate principal amount of all Loans made pursuant to Section 2.02 or 2.19. Each Lender’s participation Commitment is set forth opposite its name in Facility LCs shall not exceed such Lender’s Pro Rata Share Schedule 2.01, or in the case of all LC Obligations; and (v) each assignee that becomes a party hereto pursuant to Section 9.04 or any subsequent assignments pursuant to Section 9.04, on the Outstanding Credit Extensions shall not at any time exceed Register maintained by the Aggregate Commitment AmountAdministrative Agent pursuant to Section 9.04(c). Within the foregoing limits limits, each Borrower may borrow, pay or prepay and reborrow hereunder, on and after the Closing Date and prior to the Revolver Termination Date, subject to the other provisions hereofterms, the Borrower may from time to time borrowconditions and limitations set forth herein, prepay pursuant to Section 2.10 on a several 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 2.16.12not joint basis.

Commitments. Each (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make a term loan (each, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower, which Term Loans: (i) shall be incurred by the Borrower pursuant to two drawings, with (x) the first such drawing to be made on the Initial Borrowing Date for the purposes described in Section 7.05(a)(i) and (y) the second such drawing to be made on the Redemption Date for the purposes described in Section 7.05(a)(ii); (ii) shall be denominated in U.S. Dollars; (iii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided, that (x) except as otherwise specifically provided in Section 1.10(b), all Term Loans made as part of the same Borrowing shall at all times consist of Term Loans of the same Type and (y) unless the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), each Borrowing of Term Loans to be maintained as Eurodollar Loans, may only have an Interest Period of one month with the first such Borrowing to occur no earlier than the third Business Day after the Initial Borrowing Date; (iv) shall not exceed for any Lender, in initial principal amount for the Term Loans being made by such Lender on the Initial Borrowing Date, that amount which equals the lesser of (x) such Lender’s TL Percentage of $41,576,800 or (y) the Term Loan Commitment of such Lender as in effect on the Initial Borrowing Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i)); and (v) shall not exceed for any Lender, in initial principal amount for the Term Loans being made by such Lender on the Redemption Date, that amount which equals the Term Loan Commitment of such Lender as in effect on the Redemption Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii)). Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions herein set forth, each RL Lender severally agrees, at any time and from time to time on and after the terms Initial Borrowing Date and conditions hereinafter set forthprior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (aeach, a “Revolving Loan” and, collectively, the “Revolving Loans”) make Advances to the Borrower and Borrower, which Revolving Loans: (bi) participate shall be denominated in Facility LCs issued upon U.S. Dollars; (ii) shall, at the request option of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Datebe incurred and maintained as, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Commitment Amount as in effect from time to time; and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (ix) no Advance may be made unless all Lenders have consented thereto except as more fully otherwise specifically provided in Section 3.02; 1.10(b), all Revolving Loans made as part of the same Borrowing shall at all times be of the same Type and (iiy) unless the Syndication Date has occurred (at which time this clause (y) shall no Advance longer be applicable), each Borrowing of Revolving Loans to be maintained as Eurodollar Loans, may only have an Interest Period of one month, with the first such Borrowing to occur no earlier than the third Business Day after the Initial Borrowing Date; (iii) may be made as a Eurodollar Advance unless repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Lenders have consented thereto as more fully provided in Section 3.02; WC Letter of Credit Outstandings (iiiexclusive of WC Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Advances by Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time; and (v) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all WC Letter of Credit Outstandings (exclusive of WC Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such ▇▇▇▇▇▇’s Pro Rata Share of time and (y) the aggregate principal amount of all outstanding Advances; Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, exceeds an amount equal to the Total Revolving Loan Commitment then in effect. (c) Subject to and upon the terms and conditions set forth herein, CSFB in its individual capacity agrees to make at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a “Swingline Loan” and, collectively, the “Swingline Loans”), which Swingline Loans: (i) shall be denominated in U.S. Dollars; (ii) shall be made and maintained as Base Rate Loans; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) such Lender’s participation in Facility LCs shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans made by Non-Defaulting Lenders then outstanding and (y) the aggregate amount of all WC Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any changes thereto on such date); and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything contained in this Section 1.01(c), (i) CSFB shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless CSFB has entered into arrangements satisfactory to it and the Borrower to eliminate CSFB’s risk with respect to the Defaulting Lender’s Pro Rata Share or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans and (ii) CSFB will not make a Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as CSFB shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering the same or (y) a waiver of such Default or Event of Default from the Required Lenders. (d) On any Business Day, CSFB may, in its sole discretion, give notice to the RL Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all LC Obligations; RL Lenders pro rata based on each RL Lender’s Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), and the proceeds thereof shall be applied directly to repay CSFB for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by CSFB notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the Outstanding Credit Extensions shall amount of the Total Revolving Loan Commitment, the Adjusted Total Revolving Loan Commitment or the Revolving Loan Commitment of such RL Lender at such time. In the event that any Mandatory Borrowing cannot at for any time exceed reason be made on the Aggregate Commitment Amount. Within date otherwise required above (including, without limitation, as a result of the foregoing limits and subject commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender (other provisions hereof, than CSFB) hereby agrees that it shall forthwith purchase from CSFB (without recourse or warranty) such assignment of the Borrower may from time outstanding Swingline Loans as shall be necessary to time borrow, prepay cause the RL Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v10), 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 provided that (x) all interest payable on the Swingline Loans shall be for the account of CSFB until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the RL Lender purchasing same from and after such date of purchase (or, if earlier, from the date on which the Mandatory Borrowing would otherwise have occurred, so long as the payments required by the following clause (y) have in fact been made) and (y) at the time any purchase of assignments pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay CSFB interest on the principal amount of assignment purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such Defaulting Lender’s outstanding Advances plus (y) assignment, at the amount of cash collateral held by the Administrative Agent rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for the account of such Defaulting Lender pursuant to Section 2.16.12each day thereafter.

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 Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the date hereof Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) 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 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 Termination agrees to make an Initial Term A Loan to the Closing Date Domestic Borrowers in Dollars on the Closing Date, in an aggregate amount not 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 ▇▇▇▇▇▇’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall Term Loan Commitment by making immediately available funds available to the Administrative Agent’s 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 Subject to the terms and conditions hereinafter set forthforth herein, to each Lender agrees (a) (i) to make Advances an Initial Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Initial Term Loan Commitment and (ii) to make a Delayed Draw Term Loan to the Borrower on the Aurora Effective Date in a principal amount not exceeding its Delayed Draw Term Loan Commitment, (b) participate in Facility LCs issued upon to make Revolving Loans to the request of the Borrower, in each case Borrower 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 Revolving Exposure exceeding such Lender's Revolving Commitment, provided that (i) no Advance the aggregate amount of Revolving Loans made on the Effective Date may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; not exceed $25,000,000, (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 Revolving Loans outstanding prior to the Aurora Effective Date may not exceed such ▇▇▇▇▇▇’s Pro Rata Share the amount that would result in the aggregate amount of the Lenders' Revolving Exposures being equal to $65,000,000 and (iii) the aggregate amount of Revolving Loans made on the Aurora Effective Date in connection with the Aurora Acquisition may not exceed the sum of (A) subject to Section 2.20, $7,500,000 (net of cash on hand of Aurora and its subsidiaries) (provided that the aggregate principal amount of all outstanding Advancessuch Revolving Loans may be increased, up to $32,500,000 (net of cash on hand of Aurora and its subsidiaries), by the amount by which the aggregate principal amount of Incremental Extensions of Credit incurred on the Aurora Effective Date as contemplated by Section 2.20 is less than $25,000,000) plus (B) an amount (not to exceed $15,000,000) equal to the amount of working capital purchase price adjustments as set forth in the Aurora Acquisition Agreement (it being agreed that any such Revolving Loans are in addition to the Revolving Loans that the Borrower is otherwise permitted to borrow on or prior to the Aurora Effective Date in accordance with the preceding clause (ii)); (iv) such Lender’s participation provided further that any increase in Facility LCs the aggregate principal amount of the Additional Aurora Securities above $200,000,000 shall not exceed such Lender’s Pro Rata Share reduce, on a dollar-for-dollar basis, the amount of all LC Obligations; and (v) Revolving Loans that may be made on the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountAurora Effective Date. 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 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 the terms and conditions hereinafter set forthforth herein, each Revolving 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 Revolving Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment, or (ii) no Advance may be made as a Eurodollar Advance unless all the aggregate Revolving Credit Exposure of the Revolving Lenders have consented thereto as more fully provided in Section 3.02; exceeding (iiii) the aggregate principal amount Maximum Loan Available Amount less (b) the outstanding balance of all Advances by such of the Term Loans; provided however, that no Revolving Lender shall not exceed such ▇▇▇▇▇▇’s Pro Rata Share be obligated to make a Revolving Loan in excess 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 Revolving Loan Applicable Percentage of the difference between (A) the Maximum Loan Available Amount less the outstanding balance of all LC Obligations; of the Term Loans and (vB) the Outstanding Revolving Credit Extensions shall not at any time exceed the Aggregate Commitment AmountExposure. 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) Subject to all of the terms and conditions hereof, each 2023 Term Lender hereby agrees to make a 2023 Term Loan to the Borrower 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 as set forth herein in an amount equal to the remainder of (A) such Defaulting 2023 Term Lender’s Commitment Amount minus 2023 Term Commitment. The 2023 Term Loan may not be reborrowed under any circumstances, and, subject to the provisions of Section 2.08(d) below, shall be advanced in part on the date hereof and thereafter in a maximum of three (B3) advances after the sum date hereof, but which advances must occur prior to the date that is ninety (90) days from the date hereof and each of (x) the principal which must be in an amount that is at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof. Any amount of the 2023 Term Commitment which is not advanced as of the date ninety (90) days from the date hereof will expire and will no longer be available to be advanced by the Lenders. (c) Subject to all of the terms and conditions hereof, each 2024 Term Lender hereby agrees to make a 2024 Term Loan to the Borrower on the Effective Date in an amount equal to such Defaulting 2024 Term Lender’s outstanding Advances plus (y) 2024 Term Commitment. The 2024Term Loan may not be reborrowed under any circumstances, and, upon the amount making of cash collateral held the 2024 Term Loans on the Effective Date, the 2024 Term Commitments will expire and will no longer be available to be advanced by the Administrative Agent for Lenders. (d) Subject to all of the account terms and conditions hereof, each 2026 Term Lender hereby agrees to make a 2026 Term Loan to the Borrower on the Effective Date in an amount equal to such 2026 Term Lender’s 2026 Term Commitment. The 2026 Term Loan may not be reborrowed under any circumstances, and, upon the making of such Defaulting Lender pursuant the 2026 Term Loans on the Effective Date, the 2026 Term Commitments will expire and will no longer be available to Section 2.16.12be advanced by the Lenders.

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 On the terms and the conditions hereinafter set forthcontained in this Agreement and the DIP Order and relying upon the representations and warranties herein, to (a) each Backstop Lender severally, but not jointly, agrees to make Advances on the Closing Date, 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, 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 Initial Commitment Amount minus in effect at such time, subject to satisfaction (Bor waiver by the Required Backstop Lenders) of the sum conditions precedent set forth in Section 3.01 (the “Initial Borrowing”), (b) each Lender severally, but not jointly, agrees to make on the Final Order Funding Date, Loans to the Borrower in an amount equal to such Lender’s Final Order Commitment in effect on such time, subject to satisfaction (or waiver by the Required Backstop Lenders) of the conditions precedent set forth in Section 3.02 (xthe “Final Order Date Borrowing”) and (c) each Lender severally, but not jointly, agrees to make on the principal Third Borrowing Funding Date, Loans to the Borrower in an amount equal to such Lender’s Third Borrowing Commitment in effect on such time, subject to satisfaction (or waiver by the Required Tranche Lenders) of the conditions precedent set forth in Section 3.03 (the “Third Borrowing”). At the request of any Lender, the Borrower shall promptly deliver a Note to such Lender. The applicable Commitment of each Lender shall be automatically and permanently reduced upon the making of such Lender’s applicable Loan pursuant to Section 3.01, Section 3.02 or Section 3.03, as applicable, by the 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 2.16.12Loan.

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 Commitment Period in an ggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the date hereof to L/C Obligations, does not exceed the amount of such Lender's Commitment. During 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 hereofPeriod, the Borrower may use the Commitments by borrowing, repaying 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 Administrative Agent in accordance with Sections 2.2 and 2.3. (b) The Borrower and any one or more Lenders (including New Lenders) may agree that each such Lender shall obtain a Commitment Termination Date; providedor increase the amount of its existing Commitment, furtheras applicable, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced in each case by an amount equal executing and delivering to the remainder of Administrative Agent an Increased Facility Activation Notice specifying (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (yi) the amount of cash collateral such increase and (ii) the Increased Facility 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. (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 F, whereupon such bank, inancial 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. (d) For the purpose of providing that the respective amounts of Loans (and Interest Periods in respect of Eurodollar Loans) held by the Lenders are held by them on a pro rata basis according to their respective Revolving Percentages, unless otherwise agreed by the Administrative Agent for Agent, on each Increased Facility Closing Date (i) all outstanding Loans shall be converted into a single Loan that is a Eurodollar Loan (with an interest period to be selected by the account of Borrower), and upon such Defaulting Lender conversion the Borrower shall pay any amounts owing pursuant to Section 2.16.122.12, if any, (ii) any new borrowings of Loans on such date shall also be part of such single Loan and (iii) all Lenders (including the New Lenders) shall hold a portion of such single Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made in such a manner so as to achieve the foregoing.

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.