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 Xxxxxx’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 Xxxxxx’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 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 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 such Xxxxxx’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 Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Revolving Facility LCs shall not exceed Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of all LC Obligations; and $340 million), or (vii) the Outstanding Revolving Facility Credit Extensions Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $340 million, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall not at be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any time exceed other occasion. If the Aggregate Commitment AmountRevolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 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 2.16.12Revolving Loans.

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 Committed 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 the 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 Xxxxxx’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 have used such Commitment pursuant to Section 2.16, subject, however, to the conditions that (i) at 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 time shall not exceed such Xxxxxx’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 outstanding aggregate principal amount of such Defaulting Lender’s outstanding Advances all Committed Loans made by all Lenders plus (y) the outstanding aggregate principal amount of cash collateral held all Competitive Loans made by all Lenders exceed (B) the Administrative Agent for Total Commitment, and (ii) at all times the account outstanding aggregate principal amount of such Defaulting all Committed Loans made by each Lender shall equal the product of (A) the percentage which its Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Committed Loans made pursuant to Section 2.16.122.04. Each Lender's Commitment is set forth opposite its name in Schedule 2.01. Such Commitments may be terminated or reduced from time to time pursuant to Section 2.11. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Committed Loans hereunder, on and after the Closing Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

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 (bi) participate in Facility LCs issued upon may at the request option of the BorrowerBorrower be incurred and maintained as, in each case from time to time during the period from the date hereof to the Commitment Termination Dateand/or converted into, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeABR Loans or LIBOR Loans; provided that (i) no Advance may be all Term Loans made 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 Term Loans of the same Type, (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided repaid or prepaid in Section 3.02; accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share in 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 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 Initial Term Loans equal to the remainder aggregate amount of Delayed Draw Term Loan Commitments shall be made available to the Borrower on a delayed draw basis (A) such Defaulting Lender’s Commitment Amount minus (B) through the sum of earlier of: (x) any date on which the principal amount of such Defaulting Lender’s outstanding Advances plus 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 amount 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 cash collateral held 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 Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12other Credit Documents.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to each Lender agrees (a) to make Advances a Tranche A Term Loan to the Borrower and on the Effective Date in a principal amount not exceeding its Tranche A Commitment, (b) participate to make a Tranche B Term Loan to the Borrower on the Effective Date in Facility LCs issued upon a principal amount not exceeding its Tranche B Commitment and (c) 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 result in (i) the sum of such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, or (ii) (x) the sum of the aggregate Revolving Exposures (minus the Viacom LC Exposures), plus the aggregate Competitive Loan Exposures exceeding (y) the aggregate Revolving Commitments minus the Viacom Reserve Amount. Notwithstanding anything to exceed such Xxxxxx’s Commitment the contrary in this Agreement, the Revolving Commitments constituting the Viacom Reserve Amount as in effect from time to time; provided that (i) no Advance may time 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) available solely for the aggregate principal amount issuance of all Advances by such Lender Viacom LCs and shall not exceed such Xxxxxx’s Pro Rata Share be utilized for any other purpose, including Revolving Loans, Swingline Loans or Letters 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 Amountother than Viacom LCs. 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. 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 (b) participate in Facility LCs issued upon that, as amongst the request of Investors and Parent, Parent shall be entitled to enforce the BorrowerContinuing Commitment only if, in each case from time to time during the period from the date hereof when and to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that extent (i) no Advance may be made unless all Lenders 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 consented thereto been satisfied or validly waived as more fully provided in Section 3.02; permitted hereunder and proceed with the Closing) or (ii) no Advance may be made the Company is permitted to enforce the provisions of the Equity Commitment Letter and the Support Agreement under the specific circumstances and as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided specifically set forth therein and in Section 3.02; (iii) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share 10.10 of the aggregate principal amount of all outstanding Advances; (iv) Merger Agreement and does in fact so cause Parent to enforce 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 Amountprovisions. Within the foregoing limits and subject Subject to the other provisions hereofof 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 Borrower Majority Institutional Investors) may from time direct Parent 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 enforce its rights under (x) the principal amount of such Defaulting LenderLead Investor’s outstanding Advances plus Continuing Commitment and (y) in the 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 cash collateral held by the Administrative Agent for the account of Equity Commitment, and each Continuing Investor hereby agrees to such Defaulting Lender pursuant to Section 2.16.12adjustment.

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 Xxxxxx’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 Xxxxxx’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 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 Xxxxxx’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 Xxxxxx’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 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 XxxxxxLender’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 XxxxxxLender’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 Term A Loan Lender agrees to (a) make Advances Term A 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 at any time result in such Term A Loan Lender’s Term A Loans exceeding its Term A Loan Commitment; provided, that the Term A Loans shall be available in up to exceed three separate Borrowings. Subject to the terms and conditions set forth herein, each Term B Loan Lender agrees to make Term B Loans to the Borrower during the Availability Period in an aggregate principal amount that will not at any time result in such XxxxxxTerm B Loan Lender’s Commitment Amount as Term B Loans exceeding its Term B Loan Commitment; provided, that the Term B Loans shall be available in effect from time up to time; provided that three separate Borrowings. Amounts borrowed under this Section 2.01(a) and repaid or prepaid in respect of any Loans may not be reborrowed. For the avoidance of doubt, (i) no Advance may Term A Loan Lender shall be made unless all Lenders have consented thereto as more fully provided in Section 3.02; required to fund any portion of any Term B Loan, unless, and only to the extent, it is also a Term B Loan Lender, and no Term B Loan Lender shall be required to fund any portion of any Term A Loan unless, and only to the extent, it is also a Term A Loan Lender, and (ii) no Advance may each Term A Loan shall 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 Xxxxxx’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; CLP 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 each Term B Loan 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 2.16.12made in Dollars.

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 Xxxxxx’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 Xxxxxx’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 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 result in (a) the aggregate outstanding principal amount of such Xxxxxx’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 Revolving Exposure exceeding such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; Aggregate Available Commitment Amount or (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (vb) the Outstanding Credit Extensions shall not at any time exceed Total Utilization of Commitments exceeding the Aggregate Available Commitment Amount. 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 Revolving Loans. Each Lender’s Commitment shall expire on the Commitment Termination Date; provided, further, that for purposes Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Exposure shall be paid in full no later than such date. For the avoidance of the foregoing clause (v)doubt, at any time there that the 2020 Incremental Commitment Aggregate Available Amount is a Defaulting Lendergreater than zero all Loans will be made by all Lenders (including all 2020 Incremental Lenders) in accordance with their Applicable Percentages and at any time that the 2020 Incremental Commitment Aggregate Available Amount is zero, the Aggregate Commitment Amount no Loans shall be reduced by an amount equal required to the remainder be funded in respect 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 2.16.12any 2020 Incremental Commitments.

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

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees to (a) make Advances a Loan relating to such Lenders' Term Loan Facility A Commitment to the Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility A Commitment. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan relating to such Lenders' Term Loan Facility B Commitment to the Borrower in an aggregate principal amount that will not result in such Lender's Term Credit Exposure exceeding such Lender's Term Loan Facility B Commitment. Upon the occurrence of an event that, with notice or the passage of time, or both, would constitute an Event of Default (b) participate as defined in Facility LCs issued upon Article VII), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the BorrowerRequired Lenders shall, in each case from time by notice to time during the Borrower suspend the Commitments (and thereupon the Commitments shall immediately be suspended). During the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed of any such Xxxxxx’s Commitment Amount as in effect from time to time; provided that suspension: (i) no Advance may Lender shall be made unless all Lenders have consented thereto as more fully provided obligated in Section 3.02; respect of its Commitment and (ii) no Advance may be made as a Eurodollar Advance unless all any fees due to any one or more of Administrative Agent and the Lenders have consented thereto as more fully (including the fees provided for in Section 3.02; (iii2.12) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’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 calculated without regard to such suspension. Without limiting the remainder first sentence of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of this paragraph, (x) a grace or cure period in an agreement between the principal amount Borrower (or a Subsidiary) and a third party (i.e., a Person that is not the Administrative Agent or a Lender) is included as a passage of time within the contemplation of such Defaulting Lender’s outstanding Advances plus first sentence and (y) the amount of cash collateral held a notice given by a third party (i.e., a Person that is not the Administrative Agent for or a Lender) to the account Borrower or a Subsidiary is included as a notice within the contemplation of such Defaulting Lender pursuant first sentence. This paragraph shall apply notwithstanding anything to Section 2.16.12the contrary in this Agreement or any of the other Loan Documents.

Commitments. Each Lender severally agrees, on (a) (i) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender severally (and not jointly) agrees to make a loan or loans denominated in Dollars (aeach a “Revolving Credit Loan”) make Advances to the Borrower Borrowers which Revolving Credit Loans (A) shall be made 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 and after the period from the date hereof Closing Date and prior to the Commitment Termination Maturity Date, (B) may, at the option of the Borrowers be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar 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 an aggregate amount not to exceed accordance with the provisions hereof, (D) shall not, for any such XxxxxxLender, result in such Lender’s Credit Exposure at such time exceeding such Lender’s Commitment Amount as at such time and (E) shall not result in effect from the Total Credit Exposure exceeding the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to time; make such Loan, provided that (iA) no Advance may be made unless all Lenders have consented thereto as more fully provided any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan and (B) 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 exercising such option, such Lender shall not exceed such Xxxxxx’s Pro Rata Share use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs Lender shall not exceed 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 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 hereofrequest for costs for which compensation is provided under this Agreement, the Borrower may from time to time borrow, prepay pursuant to provisions of Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v3.5 shall apply), 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 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 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 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 Xxxxxx’s Commitment Amount as in effect from time Lender's Commitment, subject, however, to time; provided the conditions that (ia) at 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) time shall the outstanding aggregate principal amount of all Advances Loans made by such Lender shall not all Lenders exceed such Xxxxxx’s Pro Rata Share of the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Standby Loans made by each Lender to a Borrower shall equal the product of (i) the percentage which its Commitment represents of the Total Commitment times (ii) 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 (v) Standby Loans made to such Borrower pursuant to Section 2.04. Subject to Section 2.03(h), any Lender may at its discretion make Competitive Loans in an aggregate principal amount up to the Outstanding Credit Extensions amount of the Total Commitment of the Lenders hereunder. Each Lender's Commitment as of the date hereof is set forth opposite its respective name in Schedule 2.01 and, after the date hereof, each Lender's Commitment shall not at any be set forth opposite its respective name in the Register. Such Commitments may be terminated, reduced or extended from time exceed the Aggregate Commitment Amountto time pursuant to Section 2.11. Within the foregoing limits limits, the Borrowers may borrow, pay or prepay and reborrow hereunder, on and after the Closing Date and prior to the Maturity Date, subject to the other provisions hereofterms, 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 and upon the terms and conditions hereinafter herein set forth, (i) each Lender having an Initiala Closing Date Term Loan Commitment severally agrees to (a) make Advances InitialClosing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which InitialClosing Date Term Loans shall not exceed for any such Lender the InitialClosing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000 and820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment Xx. 0 Xxx Xxxx Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000.400,000,000 and (biii) participate each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Facility LCs issued upon Dollars to the request Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the BorrowerBorrower be incurred and maintained as, in each case from time to time during the period from the date hereof to the Commitment Termination Dateand/or converted into, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeABR Loans or LIBOR Loans; provided that (i) no Advance may be all Term Loans made 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 Term Loans of the same Type, (ii) no Advance may be made repaid or prepaid (without premium or penalty other than as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided set forth in Section 3.02; 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) the aggregate principal amount of all Advances by such Lender shall not exceed for any such Xxxxxx’s Pro Rata Share Lender the InitialClosing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of the aggregate principal amount of all outstanding Advances; such Lender, and (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all LC Obligations; then unpaid Initial Term Loans 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 3 New 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 in Dollars.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender commits to make Loans (aeach such Loan made under this Section 2.1, a “Revolving Loan”) 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 commencing on the date hereof to Original Effective Date and ending on the Commitment Termination DateMaturity Date (each such commitment, a “Commitment”) in an aggregate principal amount not equal to exceed the amount set forth beside such XxxxxxLender’s Commitment Amount as name in effect from time to time; Schedule A under the heading “Commitment”, provided that any Revolving Loans made by any Lender as requested by the Borrower will not 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 Xxxxxx’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 total Exposure exceeding either the total Commitment Amountor the Borrowing Base. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans. In addition, the Borrower may request from time to time borrowthat the Commitment be increased in an aggregate principal amount of up to $10,000,000, prepay pursuant provided that (i) the Agent and any Lender providing any portion of any such increase must consent in writing thereto (it being agreed that no Lender is required to Section 2.10 provide any such Commitment increase), (ii) no increase in the Commitments shall be made if a Default or an Event of Default shall have occurred and reborrow hereunder prior be continuing or would result after giving effect to such increase, (iii) each such increase shall be in a minimum principal amount of $2,500,000, (iv) the Borrower shall pay to the Commitment Termination Date; providedAgent, further, that for purposes the account of the foregoing clause (v)Lenders, at any a one-time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by fee in an amount equal to 0.2% of the remainder amount of each such Commitment increase, (Av) the aggregate principal amount of all such Defaulting Commitment increases shall not exceed $10,000,000. The pro rata share of each Lender’s Commitment Amount minus (B) hereunder shall automatically increase as a result of any permitted increase in the sum of (x) the principal amount of Commitment hereunder, and Schedule A shall be amended to reflect any 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 increase.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, (i) each Daylight Term Lender agrees to (a) make Advances Daylight Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Daylight Term Loan Commitment, (ii) each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (biii) participate each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Revolving Borrower in Facility LCs issued upon the request of the Borrower, in each case Dollars at any time and from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeAvailability Period; provided that that, (i) no Advance may the Outstanding Amount of Initial Revolving Loans to be made unless all Lenders have consented thereto as more fully provided on the Closing Date shall not exceed $25,000,000 plus the sum of any amounts drawn and used for (A) working capital needs in Section 3.02; the ordinary course of business and (B) the payment of Transaction Costs 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) after giving effect to any Borrowing of Initial Revolving Loans, the aggregate principal amount Outstanding Amount of all Advances by such Lender Initial Revolving Lender’s Initial Revolving Credit Exposure shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Initial Revolving Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) the Outstanding Initial Revolving Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits and subject to the other provisions hereofterms, conditions and limitations set forth herein, the Borrower 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 purposes re-borrow Revolving Loans. Amounts paid or prepaid in respect of the foregoing clause (v), at any time there is a Defaulting Lender, Daylight Term Loans and the Aggregate Commitment Amount shall Initial 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 2.16.12re-borrowed.

Commitments. (a) Each Lender Bank severally agrees, on subject to the terms and conditions hereinafter set forthforth in this Agreement, 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 from time to time during the period from the date hereof to the Commitment Termination Date, in an aggregate amount amounts not to exceed such Xxxxxx’s Commitment Amount as in effect from the aggregate amount at any one time to time; provided that outstanding, the lesser of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided such Bank's Commitment Percentage of the Borrowing Base in Section 3.02; effect at such time reduced by the amount of such Bank's Letter of Credit Exposure, or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided the amount of such Bank's Commitment at such time reduced by the amount of such Bank's Letter of Credit Exposure. In addition to the foregoing, each Bank may, in its sole and absolute discretion, and in accordance with the procedures set forth in Section 3.02; (iii2.2.1 make Competitive Bid Loans to Borrower without limit with respect to the amount of such Bank's Commitment or such Bank's Commitment Percentage of the Borrowing Base, but subject in all respects to Section 2.1(c) and the other terms and provisions of this Agreement. Each Committed Borrowing shall be in an aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share $1,000,000 or any larger integral multiple of the aggregate principal amount of all outstanding Advances; $100,000 (iv) such Lender’s participation except that any Base Rate Committed Borrowing may be 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 Availability). Borrower's right to request Competitive Bid Loans and the right of each Bank to make Competitive Bid Loans hereunder shall be subject to the restriction that no Bank shall be permitted to make Competitive Bid Loans with an Interest Period expiring on or after the thirtieth (A30th) such Defaulting Lender’s Commitment Amount minus (B) day prior to the sum Termination Date. Subject to the foregoing limitations and the other provisions 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 this Agreement, Borrower may obtain Borrowings under this Section 2.16.122.1(a), and repay Loans and request new Borrowings under this Section 2.1(a).

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 to the Borrower Standby Loans, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during until the period from earlier of the date hereof to Maturity Date and the termination of the Commitment Termination Dateof such Lender, to each Borrower in an aggregate principal amount at any time outstanding not to exceed such Xxxxxx’s Lender's Commitment Amount as in effect from minus the amount by which the Competitive Loans made to any Borrower and outstanding at such time shall be deemed to time; provided have used such Commitment pursuant to Section 2.14, subject, however, to the conditions that (i) at 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 time shall not exceed such Xxxxxx’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 outstanding aggregate principal amount of such Defaulting Lender’s outstanding Advances all Standby Loans plus (y) the outstanding aggregate principal amount of cash collateral held all Competitive Loans exceed the Total Commitment, (i) at no time shall the sum of the outstanding aggregate principal amount of Loans hereunder plus Loans under and as defined in Facility A used, in each case, for purposes described in Section 5.08(ii) of the Facility A Credit Agreement exceed $2,930,000,000, (i) at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to Enserch plus (y) the outstanding aggregate principal amount of all Loans under and as defined in the Facility A Credit Agreement made to Enserch exceed $650,000,000, (i) unless and until the TU Electric Approval Date shall have occurred, at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TU Electric plus (y) the outstanding aggregate principal amount of all Loans under and as defined in the Facility A Credit Agreement made to TU Electric exceed $1,250,000,000, (i) at no time shall the outstanding aggregate principal amount of all Standby Loans made by any Lender exceed the Administrative Agent for the account amount of such Defaulting Lender's Commitment and (i) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender pursuant to Section 2.16.12each Borrower shall equal the product of (B) the percentage which such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to such Borrower. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Standby Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

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 XxxxxxLender’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 XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such Lender’s participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed the Exelon Sublimit; (iv) the Outstanding Credit Extensions to PECO shall not at any time exceed the PECO Sublimit; (v) the Outstanding Credit Extensions to Genco shall not at any time exceed the Aggregate Commitment AmountGenco Sublimit; and (vi) the LC Obligations of all Borrowers collectively shall not at any time exceed the Letter of Credit Sublimit. Within the foregoing limits and subject to the other provisions hereoflimits, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender severally agrees to (a) make Advances Revolving Credit Loans to the Borrowers (including, where applicable, loans by way of Banker’s Acceptances or BA Equivalent Notes) denominated in Dollars, U.S. Dollars, Euros or such other currency as agreed by the Borrower Representative and the Administrative Agent in accordance with Section 2.16 (beach such loan (including any Protective Advances), a “Revolving Credit Loan”) participate in Facility LCs issued upon an aggregate principal amount in Dollars or the request Equivalent Amount in Dollars of a Revolving Credit Loan made in any other currency not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment at such time; 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 Commitment Termination Revolving Credit Maturity Date, (B) may, at the option of the Borrower Representative, be incurred, maintained and/or rolled over as, and/or converted into, Prime Rate Loans, Banker’s Acceptances or BA Equivalent Notes that are Revolving Credit Loans in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as Dollars, or ABR Loans or LIBOR Loans that are Revolving Credit Loans in effect from time to timeU.S. Dollars or EURIBOR Loans or European Base Rate Loans that are Revolving Credit Loans in Euros; 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, (iC) no Advance may be made unless all Lenders have consented repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender (other than the Swingline Lender in its capacity as such and the Administrative Agent in respect of Protective Advances) at any time, after giving effect 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) and to the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share application of the aggregate principal amount of all outstanding Advances; (iv) proceeds thereof, result in such Lender’s participation Revolving Credit Exposure in Facility LCs shall not exceed respect of any Class of Revolving Loans at such time exceeding such Lender’s Pro Rata Share Commitments in respect of all LC Obligationssuch Class of Revolving Loans at such time, (E) shall not result in the aggregate amount of the Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Commitments with respect to such Class, (F) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to CGI Borrower at such time exceeding the CGI Line Cap then in effect, (G) shall not, after giving effect thereto and to the application of the proceeds thereof, other than as described in Section 2.1(e), result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures to Swiss Borrower at such time exceeding the Swiss Line Cap then in effect; and (vH) shall not, after giving effect thereto and to the Outstanding Credit Extensions shall not application of the proceeds thereof, other than as described in Section 2.1(e), result at any time exceed in 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 aggregate amount of the foregoing clause (v), Lenders’ Revolving Credit Exposures to CGI Borrower and the Lenders’ Revolving Credit Exposures to Swiss Borrower at any such time there is a Defaulting Lender, exceeding 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 2.16.12Line Cap then in effect.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, (i) each Lender having a Closing Date Term Loan Commitment severally agrees to (a) make Advances Closing Date Term Loans denominated in Dollars to the Borrower on the Closing Date, which Closing Date Term Loans shall not exceed for any such Lender the Closing Date Term Loan Commitment of such Lender and in the aggregate shall not exceed $820,000,000, (ii) each Lender having an Amendment No. 1 New Term Loan Commitment severally agrees to make Amendment No. 1 New Term Loans denominated in Dollars to the Borrower on the Amendment No. 1 Effective Date, which Amendment No. 1 New Term Loans shall not exceed for any such Lender the Amendment No. 1 New Term Commitment of such Lender and in the aggregate shall not exceed $400,000,000 and (biii) participate each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Facility LCs issued upon Dollars to the request Borrower on the Amendment No. 3 Effective Date, which Amendment No. 3 New Term Loans shall not exceed for any such Lender the Amendment No. 3 New Term Commitment of such Lender and in the aggregate shall not exceed $300,000,000. Such Term Loans (i) may at the option of the BorrowerBorrower be incurred and maintained as, in each case from time to time during the period from the date hereof to the Commitment Termination Dateand/or converted into, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to timeABR Loans or LIBOR Loans; provided that (i) no Advance may be all Term Loans made 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 Term Loans of the same Type, (ii) no Advance may be made repaid or prepaid (without premium or penalty other than as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided set forth in Section 3.02; 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) the aggregate principal amount of all Advances by such Lender shall not exceed for any such Xxxxxx’s Pro Rata Share Lender the Closing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of the aggregate principal amount of all outstanding Advances; such Lender, and (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of in the aggregate the Total Term Loan Commitments. On the Initial Term Loan Maturity Date, all LC Obligations; then unpaid Initial Term Loans 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 3 New 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 in Dollars.

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 Xxxxxx’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 Xxxxxx’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 the account of such Defaulting Lender pursuant to Section 2.16.12in accordance with Sections 2.2 and 2.12.

Commitments. Each Lender severally agreesPrior to the Effective Date, on certain loans may have been made to the Company under the Existing Credit Agreement, and which may remain outstanding as of the date of this Agreement (such outstanding loans, if any, being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereinafter set forthforth in this Agreement, each Borrower and each of the Lenders agree that on the Effective Date, any Existing Loans under the Existing Credit Agreement shall be deemed to (a) make Advances be Revolving Loans under this Agreement that have been made to the Borrower Company, and (b) participate in Facility LCs issued upon the request terms of the BorrowerExisting Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers 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 (a) subject to exceed Sections 2.04 and 2.11(b), the Dollar Amount of such Xxxxxx’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 Revolving Credit Exposure exceeding such Xxxxxx’s Pro Rata Share Commitment, (b) subject to Sections 2.04 and 2.11(b), the Dollar Amount 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 Exposure exceeding the Aggregate Commitment Amountor (c) 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. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 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 2.16.12Revolving Loans.

Commitments. Each Lender severally agrees, on (a) (i) Subject to and upon the terms and conditions hereinafter herein set forth, each Lender having a Revolving Credit Commitment severally, but not jointly, agrees to make a loan or loans denominated in Dollars (aeach a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) make Advances to the Parent Borrower and (b) participate in Facility LCs issued upon the request on behalf of the BorrowerBorrowers, which Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Termination Date, (B) may, at the option of the Parent Borrower on behalf of the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans or LIBOR 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, (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 at such time exceeding such Lender’s Revolving Credit Commitment at such time, (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 lesser of the Applicable Borrowing Base and the Total Revolving Credit Commitment, 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 Xxxxxx’s Commitment Amount as then in effect from time (subject to time; provided that Section 2.1(d)), and (iF) 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 Xxxxxx’s Pro Rata Share $307,300,000 of Tranche A Loans and $125,000,000 of Tranche A-1 Loans in the aggregate on the Closing Date; providedfurther that the following additional limitations shall apply: (w) no Revolving Loan shall, after giving effect thereto and to the application 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 proceeds thereof, result at any time exceed in the Aggregate Commitment Amount. Within aggregate amount of the foregoing limits and Tranche A Lenders’ Revolving Credit Exposures (other than with respect of Tranche A-1 Loans) at such time exceeding the Tranche A Borrowing Base then in effect (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 Date2.1(e)); 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 Parent Borrower shall not request, and the Tranche A Lenders shall be under no obligation to fund, any Tranche A Loan unless the Borrowers have borrowed the full amount of the aggregate Tranche A-1 Commitments (to the extent that such Defaulting Lender’s outstanding Advances plus Tranche A-1 Commitments have not been terminated); (y) the aggregate outstanding amount of cash collateral held by the Administrative Agent for Tranche A-1 Loans shall not exceed the account aggregate amount of such Defaulting Lender pursuant Tranche A-1 Commitments, and (z) the aggregate outstanding amount of the Tranche A Lenders’ Revolving Credit Exposures (other than with respect to Section 2.16.12Tranche A-1 Loans) shall not exceed the aggregate amount of Tranche A Commitments.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of CapStar and the Borrower herein set forth, each Lender hereby severally agrees, subject to (a) make Advances the limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend 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 but excluding the Commitment Termination Datethird Anniversary, in an aggregate amount not to exceed exceeding such Xxxxxx’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 Xxxxxx’s Lender's Pro Rata Share of the aggregate amount of the Commitments to be used for the purposes identified in subsection 2.5A. In addition, each Lender hereby agrees to maintain as Loans, subject to the provisions of subsection 2.4, the Loans of such Lender outstanding on the third Anniversary during the period, if any, from the third Anniversary to the Maturity Date; PROVIDED that, except with respect to Loans made pursuant to subsection 3.3B to reimburse an Issuing Lender, no Lender shall be required to make additional Loans on or after the third Anniversary. The original amount of each Lender's Commitment and such Lender's Pro Rata Share is set forth opposite its name on SCHEDULE 2.1B annexed hereto and the aggregate original amount of the Commitments is $225,000,000; PROVIDED, however, that the Commitments of the Lenders shall be adjusted to give effect to any assignments of the Commitments pursuant to subsection 9.1; PROVIDED FURTHER, HOWEVER, that the amount of the Commitments shall be automatically reduced by the amount of any reductions to the Commitments made pursuant to subsection 2.4B(ii). Each Lender's Commitment shall expire on the Maturity Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than the Maturity Date; PROVIDED, however, that each Lender's Commitment shall expire immediately and without further action on October 31, 1996, if the Closing Date has not occurred on or before that date. Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Commitments shall be subject to the limitation that (i) the Total Utilization (excluding the aggregate principal amount of all outstanding Advances; (ivPool B Indebtedness and after giving effect to any concurrent payment of the Loans made with the proceeds of Loans) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share the lesser of all LC Obligations; the Borrowing Base and the Commitments then in effect and (vii) the Outstanding Credit Extensions Total Utilization (after giving effect to any concurrent payment of the Loans made with the proceeds of Loans) 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 2.16.12Commitments then in effect.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender with an Initial Term Loan Commitment severally agrees to make a term loan or term loans (aeach an "Initial Term Loan" and, collectively, the "Initial Term Loans") make Advances to the Borrower and Borrower, which Initial Term Loans (bi) participate shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Facility LCs issued upon Dollars, (iii) except as hereinafter provided, 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 Xxxxxx’s Commitment Amount as in effect from time to time; and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (iA) 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 Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiB) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no Advance longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to a single Interest Period of one month which, in any such case, begins and ends on the same day, and (iv) shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided by each such Lender in Section 3.02; (iii) the that aggregate principal amount which does not exceed the Initial Term Loan Commitment of all Advances by such Lender shall on the Initial Borrowing Date. Once repaid, Initial Term Loans incurred hereunder may not exceed such Xxxxxx’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 2.16.12reborrowed.

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, each Lender hereby severally agrees to (a) make Advances lend 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 Closing Date to but excluding the Commitment Termination Date, in Date an aggregate amount not to exceed such Xxxxxx’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 Xxxxxx’s exceeding its Pro Rata Share of the aggregate principal amount of all outstanding Advancesthe Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $55,000,000; PROVIDED that anything in this Agreement to the contrary notwithstanding (ivi) such Lender’s participation in Facility LCs the aggregate Revolving Loan Commitments shall not exceed $10,000,000 at any time on and after the Closing Date and prior to the satisfaction of the conditions set forth in subsection 4.3 with respect to either the Park Lane Acquisition or the Faircom Acquisition and (ii) immediately upon satisfaction of such conditions for either the Park Lane Acquisition or the Faircom Acquisition, as the case may be, the aggregate Revolving Loan Commitments shall automatically increase to $55,000,000; PROVIDED, FURTHER that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and PROVIDED, STILL FURTHER that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4A(ii), 2.4B(ii) and 2.4B(iii). Each Lender’s Pro Rata Share 's Revolving Loan Commitment shall expire on the Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; PROVIDED that each Lender's Revolving Loan Commitment shall expire immediately and without further action on March 31, 1998 if the initial Revolving 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 Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that (i) in no event shall the aggregate Revolving Loan Exposure of all LC Obligations; and (v) the Outstanding Credit Extensions shall not Lenders at any time exceed the Aggregate Commitment Amount. Within Revolving Loan Commitments then in effect and (ii) during the foregoing limits and subject period from the Effective Date to the other provisions hereofClosing 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 no Revolving Loans shall be reduced by an amount equal made hereunder other than Revolving Loans used 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) reimburse Issuing Lender for the amount of cash collateral held by the Administrative Agent for the account a drawing under a Letter of such Defaulting Lender pursuant to Section 2.16.12.Credit as provided in subsection 3.3B.

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, each Lender hereby severally agrees to (a) make Advances lend 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 Closing Date to but excluding the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’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 Xxxxxx’s Maturity Date its Pro Rata Share of the aggregate principal Commitments (as defined below) to be used for the purposes identified in subsection 2.5A. Each Lender's commitment to make Loans to Company pursuant to this subsection 2.1A and to issue or participate in Letters of Credit pursuant to subsection 2.9A is herein called its "Commitment" and such commitments of all Lenders in the aggregate are ---------- herein called the "Commitments". Each Lender is identified as such, and the ----------- amount of all outstanding Advances; (iv) each such Lender’s participation in Facility LCs shall not exceed such Lender’s 's Commitment and its Pro Rata Share of the Commitments, as of the Effective Date, is set forth opposite its name on Schedule 2.1 annexed hereto, and the aggregate amount of the Commitments is ------------ $225,000,000. Each Lender's Commitment shall expire on the Maturity Date and all LC Obligations; Loans and (v) all other amounts owed hereunder with respect to the Outstanding Credit Extensions Loans shall not be paid in full no later than that date. The amount of the Commitments shall be reduced by the amount of all reductions thereof made pursuant to subsections 2.4G and 2.4H through the date of determination. In no event shall the aggregate outstanding principal amount of the Loans from any Lender at any time exceed its Pro Rata Share of the Aggregate amount determined in accordance with clause (i) of the last paragraph of this subsection 2.1A. Subject to subsection 2.6D, all Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make Loans hereunder nor shall the Commitment Amountof any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make Loans hereunder. Within Amounts borrowed by Company under this subsection 2.1A may be repaid and, to but excluding, the Maturity Date, reborrowed. Notwithstanding the foregoing limits and provisions of this subsection 2.1A, the Loans shall be subject to the other provisions hereof, following limitations in the Borrower may from time to time borrow, prepay pursuant to Section 2.10 amounts and reborrow hereunder prior to during 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.periods indicated:

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 Xxxxxx’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 Xxxxxx’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 (a) Subject to and upon the terms and conditions hereinafter herein set forth, to (a) make Advances to the Borrower each Bank severally agrees, 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 and after the period from the date hereof Initial Borrowing Date and prior to the Commitment Termination Final Maturity Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time make a revolving loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to time; provided that the Company, which Revolving Loans: (i) no Advance may shall be made unless all Lenders have consented thereto as more fully provided denominated in Section 3.02; U.S. Dollars, (ii) except as hereinafter provided, shall, at the option of the Company, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans (PROVIDED, HOWEVER, that all Loans from the Initial Borrowing Date until the 30th day after the Initial Borrowing Date shall be Base Rate Loans); and FURTHER 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 Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no Advance longer be applicable), no more than two Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred after the 30th day after the Initial Borrowing Date and prior to the 90th day after the Initial Borrowing Date (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 as on a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; single date on or after such 30th day and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing), (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding that aggregate principal amount of all Advances by which, when combined with such Lender shall not exceed such Xxxxxx’s Pro Rata Share Bank's Percentage of the aggregate principal amount Swingline Loans then outstanding and the Letter of all outstanding Advances; Credit Outstandings (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share exclusive of all LC Obligations; Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and (v) simultaneously with the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofincurrence of, the Borrower may from time to time borrowrespective incurrence of Revolving Loans) at such time, prepay pursuant to Section 2.10 and reborrow hereunder prior to equals the Revolving Loan 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 Bank at such Defaulting Lender pursuant to Section 2.16.12time.

Commitments. Each Lender severally agrees, on We are pleased to advise you of our commitment to provide to Holdings 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 Xxxxxx’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 entire principal amount of all Advances by such Lender shall not exceed such Xxxxxx’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) Unsecured Term Loan Facility, upon the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits terms and subject to the other provisions conditions set forth in this Commitment Letter, the Term Sheet and the Conditions Annex referred to below (the "Commitments"). You agree that the closing and initial funding of the Unsecured Term Loan Facility (the "Closing Date") shall not occur until the conditions set forth below and in the Conditions to Closing set forth in Annex II hereto (the "Conditions Annex") (including the conditions to initial funding) have been satisfied or waived by us. We do not intend, prior to or after execution of the Loan Documentation (as defined in the Conditions Annex), to syndicate any portion of our Commitment in respect of the Unsecured Term Loan Facility and agree that any such syndication shall occur only with your prior written consent (which consent may be withheld in your sole and absolute discretion). In no event will syndication be a condition to our commitment hereunder. Conditions. ----------- Our obligation to fund the Unsecured Term Loan Facility is subject to the following conditions: (i) there shall not have occurred, since the date hereof, any event, circumstance or development, that has had a "Company Material Adverse Effect" (as defined in the Borrower may from time to time borrowMerger Agreement) (as in effect on the Closing Date and with such changes as are not prohibited by paragraph 1 of Annex II hereto); and (ii) the other conditions set forth in the Conditions Annex shall have been satisfied or waived by us. Notwithstanding anything in this Commitment Letter, prepay pursuant to Section 2.10 and reborrow hereunder prior the Term Sheet, the Loan Documentation, or any other letter agreement or other undertaking concerning the financing of the Transactions to the Commitment Termination Date; providedcontrary, further(i) the only representations relating to the Target, that for purposes its subsidiaries and their businesses the making of which shall be a condition to availability of the foregoing clause (v), at any time there is a Defaulting Lender, Unsecured Term Loan Facility on 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.Closing

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 Standby Loans to each of the Borrowers and to purchase participations in the reimbursement obligations of each of the Borrowers to the Borrower Fronting Bank, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during until the period from earlier of the date hereof to 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 Xxxxxx’s Commitment Amount as in effect Lender's Commitment, and the Fronting Bank agrees to issue Letters of Credit for the account of each Borrower at any time and from time to time; provided time until the fifth Business Day preceding the Maturity Date in aggregate stated amounts at any time outstanding not to exceed the LC Commitment Amount, subject, however, to the conditions that (i) at 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 time shall not exceed such Xxxxxx’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 outstanding aggregate principal amount of such Defaulting Lender’s all Standby Loans plus (y) the outstanding Advances aggregate principal amount of all Competitive Loans plus (z) LC Outstandings exceed the Total Commitment, (ii) at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TXU Gas plus (y) the outstanding aggregate principal amount of all "Loans" under and as defined in the Facility A Credit Agreement made to TXU Gas plus (z) the aggregate amount of LC Outstandings for the account of, or owing by, TXU Gas exceed $650,000,000, (iii) unless and until the TXU Electric Approval Date shall have occurred, at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TXU Electric plus (y) the outstanding aggregate principal amount of all "Loans" under and as defined in the Facility A Credit Agreement made to TXU Electric plus (z) the aggregate amount of LC Outstandings for the account of, or owing by, TXU Electric exceed $1,250,000,000, (iv) at no time shall (x) the outstanding aggregate principal amount of all Standby Loans made by any Lender plus (y) the amount of cash collateral held by which the Administrative Agent for Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used the account Commitment of such Defaulting Lender pursuant to Section 2.16.122.15 plus (z) such Lender's Percentage of the LC Outstandings exceed the amount of such Lender's Commitment and (v) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to each Borrower shall equal the product of (A) the percentage which such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to such Borrower. Within the foregoing limits, the Borrowers may borrow, pay or prepay and, subject to the limitations set forth in Section 2.12(a), reborrow Standby Loans hereunder, on and after the Restatement Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

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, each Lender hereby severally agrees to (a) make Advances the Loans described in this subsection 2.1A in the amount specified below. Each Lender agrees, subject 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 limitations set forth below with respect to the Commitment Termination Date, in an aggregate maximum amount not of Loans permitted to exceed such Xxxxxx’s Commitment Amount as in effect be outstanding 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 Xxxxxx’s , to lend to Company its Pro Rata Share of the total Commitment then in effect; provided, during each borrowing period as set forth on Schedule 2.1A-1 annexed hereto, Company subject to the conditions set forth in Section 3, (1) may borrow up to the total Commitment then in effect and (2) shall borrow an aggregate amount sufficient to cause the principal amount of all the Loans outstanding Advances; (iv) on the funding date for such Lender’s participation in Facility LCs shall not exceed borrowing period as set forth on such Lender’s Pro Rata Share schedule to be at least the amount listed under the heading "Minimum Principal Amount 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 Loans on Funding Date"; provided, further, that for purposes each funding date the amount listed under the heading "Minimum Principal Amount of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount Loans on Funding Date" shall be reduced by an amount equal the aggregate of the principal amounts previously paid with respect to the remainder Loans pursuant to Section 2.4 (each such amount, as so reduced if applicable, is referred to as a "Minimum Principal Amount," and each such date for making the Loans with respect to any such Commitment is referred to herein as a "Funding Date"). The original amount of each Lender's Commitments is set forth opposite its name on Schedule 2.1A-2 annexed hereto and the aggregate original amount of the Commitments as of the Closing Date is $30,000,000; provided that (A) such Defaulting Lender’s Commitment Amount minus (Ba) the sum Commitments of Lenders shall be adjusted to give effect to any assignments of the Commitments pursuant to subsection 8.1B and (xb) the amount of the Commitments shall be reduced pro rata with respect to the principal amount of each such Defaulting Lender’s outstanding Advances plus (y) Commitment permanently from time to time by the amount of cash collateral held any prepayments made pursuant to subsection 2.4B. Each Commitment shall be reduced immediately and without further action on the applicable Funding Date by the Administrative Agent for amount, if any, that the account of such Defaulting Lender pursuant to Section 2.16.12.principal amount of

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 to the Borrower Standby Loans, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during until the period from earlier of the date hereof to Maturity Date and the termination of the Commitment Termination Dateof such Lender, to each Borrower in an aggregate principal amount at any time outstanding not to exceed such Xxxxxx’s Commitment Amount as in effect from time Lender's Commitment, subject, however, to time; provided the conditions that (i) at 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 time shall not exceed such Xxxxxx’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 outstanding aggregate principal amount of such Defaulting Lender’s all Standby Loans plus (y) the outstanding Advances aggregate principal amount of all Competitive Loans exceed the Total Commitment, (ii) at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TXU Gas plus (y) the outstanding aggregate principal amount of all "Loans" under and as defined in the Facility B Credit Agreement made to TXU Gas plus (z) the aggregate amount of "LC Outstandings" under and as defined in the Facility B Credit Agreement for the account of, or owing by, TXU Gas exceed $650,000,000, (iii) unless and until the TXU Electric Approval Date shall have occurred, at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TXU Electric plus (y) the outstanding aggregate principal amount of all "Loans" under and as defined in the Facility B Credit Agreement made to TXU Electric plus (z) the aggregate amount of "LC Outstandings" under and as defined in the Facility B Credit Agreement for the account of, or owing by, TXU Electric exceed $1,250,000,000, (iv) at no time shall (x) the outstanding aggregate principal amount of all Standby Loans made by any Lender plus (y) the amount of cash collateral held by which the Administrative Agent for Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used the account Commitment of such Defaulting Lender pursuant to Section 2.16.122.14 exceed the amount of such Lender's Commitment, (v) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to each Borrower shall equal the product of (A) the percentage which such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to such Borrower and (vi) Standby Loans made after the last day of the Revolving Period may be made only to refund Standby Loans outstanding on such day. Within the foregoing limits, the Borrowers may borrow, pay or prepay and, subject to the limitations set forth in Section 2.11(a), reborrow Standby Loans hereunder, on and after the Restatement Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. Each Lender severally agrees, on (a) In connection with the Amendment and subject to the terms and conditions hereinafter set forthforth in this Agreement (including in Section 1(b)) and the Term Sheet, (i) each Noteholder Party commits (on a several, but not joint, basis) to provide the New Term Loans in the amounts set forth on Schedule 1, (aii) make Advances each Funding Term Lender commits (on a several, but not joint, basis) to provide the New Term Loans in the amounts set forth on Schedule 2A pursuant to the Borrower Amended Credit Agreement and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time agrees to time during the period from the date hereof consent to the Commitment Termination Date, amendments set forth in an aggregate amount not the Amendment and to exceed such Xxxxxx’s Commitment Amount enter into the Amendment with respect to all Loans and Commitments (each as defined in effect from time to timethe Existing Credit Agreement) set forth on Schedule 2A; provided that certain accounts or funds managed by or affiliates of such Funding Term Lender may provide such New Term Loans (i) including through assignment), and each Funding Term Lender may allocate its share of the New Term Loans among such accounts, funds or affiliates in its sole discretion; provided, however, that no Advance may be made unless all Lenders have consented thereto as more fully provided allocation 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; accordance with the immediately preceding proviso shall release any Funding Term Lender of its obligation to the provide the New Term Loans, (iii) each Extending Revolving Lender commits to extend its Revolving Facility Loans and Revolving Facility Commitments under the aggregate principal amount of Existing Credit Agreement pursuant to the Amended Credit Agreement and agrees to consent to the amendments set forth in the Amendment and to enter into the Amendment with respect to all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; Loans and Commitments set forth on Schedule 2B, and (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 each Consenting Secured Lender commits to consent to the other provisions hereof, amendments set forth in the Borrower may from time Amendment and to time borrow, prepay pursuant enter into the Amendment with respect to Section 2.10 all Loans 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 set forth on Schedule 2C.

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, upon the Amendment No. 2 Effective Date (i) each lender party hereto hereby agrees to commit to provide its respective Commitment as set forth in Schedule 2.01(a) of Exhibit B hereto (awhich shall be deemed to supersede and replace Schedule 2.01(a) make Advances of the Existing Credit Agreement) (each lender listed on Schedule 2.01(a) of Exhibit B hereto, a “Lender”), (ii) each Lender that is not a Lender under the Existing Credit Agreement (a “New Lender”) shall become a party to the Borrower Credit Agreement as a “Lender” thereunder, and (biii) participate each Lender under the Existing Credit Agreement that is not a party hereto (each, an “Exiting Lender”) shall be deemed to have assigned the entire amount of its Commitment and Loans (if any) to the other Lenders (including the New Lenders), allocated among the Lenders in Facility LCs issued such amounts as shall be required such that, after giving effect to all of the foregoing, the Commitment of each Lender on the Amendment No. 2 Effective Date shall be as set forth in Schedule 2.01(a) of Exhibit B hereto. Schedule 2.01(a) of Exhibit B hereto shall be deemed to supersede and replace Schedule 2.01(a) of the Existing Credit Agreement upon the request of the BorrowerAmendment No. 2 Effective Date; provided, that, in each case from time to time during the period from event that, following the date hereof but prior to the Commitment Termination occurrence of the Amendment No. 2 Effective Date, in an aggregate amount not any Commitments are assigned or changed pursuant to exceed the Existing Credit Agreement (other than as set forth above), then upon the Amendment No. 2 Effective Date, the Administrative Agent shall make such Xxxxxx’s Commitment Amount as in changes to Schedule 2.01(a) of Exhibit B hereto solely to the extent necessary to give effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by any such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; assignment or change and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to of this Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v3(a), 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 and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to (a) make Advances provide the Borrower with a Commitment equal to the Borrower product of such Lender's Applicable Percentage and (b) participate in Facility LCs issued upon the request of $250,000,000, subject to reduction as herein set forth. Pursuant thereto, each Lender agrees, severally and not jointly, to make Loans to 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 the Maturity Date and the termination of the Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed such Xxxxxx’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 Total Exposure exceeding (ii) the lesser of (x) such Lender's Applicable Percentage of the Total Commitment and (y) such Lender's Applicable Percentage of the Borrowing Base in effect at such time. Within the limits set forth in this Section 2.01 and subject to the terms, conditions and limitations set forth herein, including without limitation, Section 2.09, the Borrower may borrow, pay or prepay and reborrow Loans on and after the Closing Date and prior to the Maturity Date. Without limiting the foregoing or any other provision of this Agreement, in no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; event and at no time shall the sum of (iiii) the aggregate Revolving Credit Exposure (i.e., the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of the Loans) and (ii) 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 L/C Exposure 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 lesser of (x) the principal amount Borrowing Base (as the Borrowing Base may be changed from time to time pursuant to the provisions of such Defaulting Lender’s outstanding Advances plus this Agreement, including, without limitation, the provisions of Section 2.09) or (y) $250,000,000 (reduced from time to time by the amount of cash collateral held by any reduction from time to time in the Administrative Agent for the account of such Defaulting Lender Total Commitment occurring pursuant to the provisions of this Agreement, including, without limitation, the provisions of Section 2.16.122.09). As a consequence thereof, and notwitstanding anything to the contrary contained or implied elsewhere in this Agreement, in no event and at no time may the Total Exposure exceed $250,000,000.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Bank, severally and not jointly, agrees to (a) make Advances Committed Loans to the Borrower and (b) participate in Facility LCs issued upon the request of the BorrowerCompany, in each case at any time or from time to time during on or after the period from Effective Date and until the date hereof to Maturity Date or until the Commitment Termination Dateof such Bank shall have been terminated in accordance with the terms hereof, in an aggregate amount not to exceed such Xxxxxx’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 Xxxxxx’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 outstanding not exceeding the Aggregate amount of such Bank's Commitment Amount. Within minus the foregoing limits and subject amount by which the Competitive Loans outstanding at such time shall be deemed to the other provisions hereof, the Borrower may from time to time borrow, prepay have used such Commitment 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 Committed Loans made by all Banks plus (y) the outstanding aggregate principal amount of cash collateral held all Competitive Loans made by all Banks exceed (ii) the Total Commitment and (b) at all 22 times the outstanding aggregate rincipal amount of all Committed Loans made by each Bank 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 Committed Loans made pursuant to Section 2.4. Each Bank's Commitment is set forth opposite its respective name in Schedule 2.1. Such Commitments may be terminated or reduced from time to time pursuant to Section 2.10. Within the foregoing limits, the Company may borrow, repay and reborrow hereunder on or after the Effective Date and prior to the Maturity Date, subject to the terms, provisions and limitations set forth herein. Upon the reasonable request of any Bank, the Administrative Agent for shall notify such Bank of the account aggregate principal amount of Competitive Loans and Committed Loans outstanding at such Defaulting Lender pursuant to time. Nothing contained in this Section 2.16.122.1 shall preclude the Company from borrowing on a committed or a competitive basis outside of this Agreement so long as any such borrowing is not otherwise prohibited hereunder.

Commitments. (a) Each of the Lenders (including the Increasing Lenders), the Administrative Agent and the Borrower acknowledges and agrees that on the Sixth Amendment Effective Date each Lender severally shall have an aggregate Commitment as set forth on Exhibit B attached to this Sixth Amendment. Each Increasing Lender agrees, effective as of the Sixth Amendment Effective Date, to make Revolving Loans to the Borrower on account of its portion of the Total Commitments including its portion of the Increased Commitments in accordance with, and subject to the terms and conditions hereinafter set forthof, to (a) make Advances to Section 2.1 of the Borrower and Amended Credit Agreement. (b) participate in Facility LCs issued upon the request Each of the Borrowerparties hereto hereby agrees that in implementing the Increased Commitments pursuant to this Sixth Amendment that each Lender shall be deemed to assign to each Increasing Lender and each of the Increasing Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in each case from time the Revolving Loans outstanding on the Sixth Amendment Effective Date, if any, as shall be necessary in order that, after giving effect to time during all such assignments and purchases, the period from Revolving Loans will be held by the date hereof Lenders (including Increasing Lenders) ratably in accordance with their respective Commitments after giving effect to the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided Increased Commitments. (c) Each of the parties hereto acknowledges and agrees that (i) no Advance may be made unless this Sixth Amendment shall constitute all Lenders have consented thereto as more fully provided required notices and requests in connection with establishing the Increased Commitments under Section 3.02; 2.21 of the Credit Agreement and (ii) no Advance may the Increased Commitments shall be deemed for all purposes a “Commitment” under the Amended Credit Agreement and each Revolving Loan 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 Xxxxxx’s Pro Rata Share respect 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 Increased Commitments shall be reduced by an amount equal to deemed for all purposes a “Revolving Loan” under 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 2.16.12Amended Credit Agreement. SECTION 4.

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 Xxxxxx’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 Xxxxxx’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 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 Xxxxxx’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 XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (ivii) such LenderXxxxxx’s participation in Facility LCs issued for the account of any Borrower shall not exceed such LenderXxxxxx’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) Initial Term Subject to and upon the terms and conditions hereinafter herein set forth, each Lender having an Loan Commitment severally agrees to make a loan or loans 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 $900,000,000. 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 (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 Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) participate in Facility LCs issued 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 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 (and not to exceed, prior to the Waiver Finalization Date, the Waiver Period Sublimit), 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 Commitment Termination Revolving Credit Maturity Date, in an aggregate amount not to exceed such Xxxxxx’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 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, (iC) no Advance may be made unless all Lenders have consented 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 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) and to the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share application of the aggregate principal amount of all outstanding Advances; (iv) proceeds thereof, result in such Revolving Credit Lender’s participation Revolving Credit Exposure in Facility LCs shall not exceed respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Pro Rata Share Revolving #8983238089847286v115 -115- Credit Commitment in respect of all LC Obligations; such Class of Revolving Loan at such time and (vE) shall not, after giving effect thereto and to the Outstanding Credit Extensions shall not application of the proceeds thereof, result at any time exceed in 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 aggregate amount of the foregoing clause (v), Revolving Credit Lenders’ Revolving Credit Exposures at any such time there is a Defaulting Lender, exceeding the Aggregate Total Revolving Credit Commitment Amount shall be reduced by an amount equal to then in effect or the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such Defaulting Lender’s outstanding Advances plus (y) time exceeding the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant aggregate Revolving Credit Commitment with respect to Section 2.16.12.#8983238089847286v115 -116-

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, each Term 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 the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’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) Domestic Term Loan on the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’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 Closing Date to the other provisions hereof, the Domestic 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 Dollars in an amount equal to such Lender’s Applicable Percentage of the remainder amount specified by the Domestic Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (such amount, the “Domestic Term Borrowing Amount”), (ii) a Bermuda Term Loan to the Bermuda Borrower on the Closing Date in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Bermuda Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (such amount, the “Bermuda Term Borrowing Amount”) and (iii) a Luxembourg Term Loan to the Luxembourg Borrower on the Closing Date in Dollars in an amount equal to such Lender’s Applicable Percentage of the amount specified by the Luxembourg Borrower in the Borrowing Request delivered to the Administrative Agent pursuant to Section 2.03 (such amount, the “Luxembourg Term Borrowing Amount” which, when combined with the Domestic Term Borrowing Amount and the Bermuda Term Borrowing Amount, shall not exceed the Term Loan Commitment of such Lender), in each case, by making immediately available funds to the Administrative Agent’s account not later than the time specified by the Administrative Agent, in an amount equal to (A) such Defaulting Lender’s Commitment the Domestic Term Borrowing Amount minus as it relates to the Domestic Term Loans, (B) the sum of Bermuda Term Borrowing Amount as it relates to the Bermuda Term Loans and (xC) the principal amount Luxembourg Term Borrowing Amount as it relates to the Luxembourg Term Loans. Amounts repaid in respect 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 2.16.12Domestic Term Loans, Bermuda Term Loans and Luxembourg Term Loans may not be reborrowed.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, each Revolving Lender severally, but not jointly, agrees to (a) make Advances a loan or loans denominated in Dollars to the Borrower Borrower, which Revolving Loans (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Termination Date, (bii) participate in Facility LCs issued upon may, at the request option of the Borrower, in be incurred and maintained as, and/or converted into, ABR Revolving Loans or SOFR Revolving Loans; provided that all Revolving Loans made by each case from time to time during of the period from the date hereof Revolving Lenders pursuant to the Commitment Termination Datesame Revolving Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type, (iii) may be repaid and reborrowed in an aggregate amount not accordance with the provisions hereof, (iv) shall not, for any Revolving Lender at any time, after giving effect thereto and to exceed the application of the proceeds thereof, result in such Revolving Lender’s Revolving Credit Exposure at such time exceeding such Xxxxxx’s Revolving Commitment Amount as Percentage at such time of the Total Revolving Commitments, (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result in the Total Revolving Credit Exposures at such time exceeding the Total Revolving Commitments and (vi) shall not, after giving effect from time thereto and to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided the application of the proceeds thereof, result 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 Lenders’ Total Exposures at such Lender shall not exceed such Xxxxxx’s Pro Rata Share of time 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 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 least of (A) such Defaulting Lender’s Commitment Amount minus the Aggregate Maximum Credit Amounts, (B) the sum of then-effective Borrowing Base and (xC) 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 2.16.12then-effective Aggregate Elected Commitment Amount.

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, (a)(i) to (a) make Advances a Term Loan to the Borrower on the Closing Date and (ii) to make Term Loans to the Borrower on no more than three occasions during the Delayed Draw Availability Period, in an aggregate principal amount for all such Term Loans not to exceed its Term Loan Commitment, (b) participate to make Incremental Term Loans in Facility LCs issued upon the request of an aggregate principal amount for all such Incremental Term Loans not to exceed its Incremental Term Loan Commitment and (c) to make Revolving Loans to the Borrower, in each case at any time and from time to time during the period from after the date hereof to hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment Termination Dateof such Lender in accordance with the terms hereof, in an aggregate amount not to exceed such Xxxxxx’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 at any time outstanding that will not exceed such Xxxxxx’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 Revolving Credit Extensions shall not at any time exceed the Aggregate Commitment AmountCommitment. Within the foregoing limits set forth in clause (c) of the preceding sentence and subject to the other provisions hereofterms, conditions and limitations set forth herein, the Borrower may from time to time borrow, prepay pursuant pay or prepay, without premium or penalty (subject to Section 2.10 2.16), and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes Revolving Loans. Amounts paid or prepaid 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 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 BorrowerRevolving Loans 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 Revolving Loan Commitment Termination Date, in Date an aggregate amount not to exceed such Xxxxxx’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 Xxxxxx’s exceeding its Pro Rata Share of the aggregate principal amount of all outstanding Advancesthe Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $50,000,000; (iv) such Lender’s participation in Facility LCs provided that the Revolving Loan Commitments of Lenders shall not exceed such Lender’s Pro Rata Share be adjusted to give effect to any assignments of all LC Obligationsthe Revolving Loan Commitments pursuant to subsection 10.1B; and (v) provided, further that the Outstanding Credit Extensions amount of the Revolving Loan Commitments shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may be reduced from time to time borrow, prepay by the amount of any reductions thereto made pursuant to Section 2.10 subsections 2.4A(ii) and reborrow 2.4A(iii). Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder prior with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on January 31, 1998 if the AXELs are not funded on or before that date. Amounts borrowed under this subsection 2.1A may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date; provided, further, that for purposes of . Anything contained in this Agreement to the foregoing clause (v), at any time there is a Defaulting Lendercontrary notwithstanding, the Aggregate Commitment Amount Revolving Loans and the Revolving Loan Commitments shall be reduced by an amount equal subject to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) following limitations in the sum of (x) amounts and during 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.periods indicated:

Commitments. Each Lender severally agrees, on 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 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 such Xxxxxx’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 Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Revolving Facility LCs shall not exceed Credit Exposure (except for the Administrative Agent with respect to Agent Advances) exceeding such Lender’s Revolving Facility Commitment (or, if less, prior to delivery to the Administrative Agent of the Post-Closing Reports, such Lender’s Pro Rata Share of all LC Obligations; and $175,000,000), or (vii) the Outstanding Revolving Facility Credit Extensions Exposure exceeding the total Revolving Facility Commitments or, until delivery of the Post-Closing Reports to the Administrative Agent, $175,000,000, or (iii) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Pro Rata Share of the Borrowing Base. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of Credit in excess of the Availability on one or more occasions, but if they do so, neither the Administrative Agent nor the Lenders shall not at be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any time exceed other occasion. If the Aggregate Commitment AmountRevolving Facility Credit Exposure exceeds the Borrowing Base, the Lenders may refuse to make or otherwise restrict the making of Revolving Loans and the issuance of Letters of Credit as the Lenders determine until such excess has been eliminated, subject to the Administrative Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 2.04(d). Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes 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 2.16.12Revolving Loans.

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 amount not to exceed such Xxxxxx’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 Xxxxxx’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 Commitment 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 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 lesser of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus Commitment then in effect and (y) such Lender’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 cash collateral held by such Lender’s Commitment then in effect and (y) such Lender’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 for Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)). During the account Commitment Period, each of such Defaulting Lender pursuant to Section 2.16.12the 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.

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 each 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 result (after giving effect to exceed any application of the proceeds of such Xxxxxx’s Commitment Amount as Borrowing pursuant to Section 2.10) 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 Applicable Revolving Credit Exposure exceeding such Lender’s 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; the sum of the total Revolving Credit Exposures exceeding the total Commitments, (iii) the sum of the total Parent Revolving Credit Exposures exceeding the Parent Sublimit, (iv) in the case of any Customer Secured Loan, the aggregate unpaid principal amount of all Advances by Customer Secured Loans, including such Lender shall not exceed such Xxxxxx’s Pro Rata Share Customer Secured Loan, exceeding the aggregate Loan Value of the Customer Pledged Eligible Assets that have been pledged to secure all such Revolving Loans or (v) in the case of any Firm Secured Loan, the aggregate unpaid principal amount of all outstanding Advances; (ivFirm Secured Loans, including such Firm Secured Loan, exceeding the aggregate Loan Value of the Firm Pledged Eligible Assets that have been pledged to secure all such Revolving Loans. Revolving Loans made to JFC shall be Unsecured Loans. Revolving Loans made to EDJ may be Secured Loans or Unsecured Loans, at EDJ’s election in accordance with Section 2.02(b) such Lender’s participation below, and may be redesignated as a Secured Loan or an Unsecured Loan, as the case may be, in Facility LCs shall not exceed such Lender’s Pro Rata Share accordance with Section 6 of all LC Obligations; the Security Agreement and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountSection 2.12 hereof. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, 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 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 2.16.12Revolving Loans.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, each Lender agrees (a)(i) to (a) 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 Xxxxxx’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 Xxxxxx’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 forthhereof, 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 Revolving Commitment Period, each Revolving Lender severally agrees to make to the Commitment Termination Date, Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not to exceed result at the time of such Borrowing in the amount of such Xxxxxx’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 Outstanding Revolving Credit exceeding such Xxxxxx’s Pro Rata Share of Revolving Commitment. During 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 Revolving Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, Period the Borrower may use the Revolving 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, subject to Section 2.10(f), from time to time borrowbe Term Benchmark Loans or, prepay pursuant in the case of Revolving Loans in Dollars, ABR Loans, 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 in accordance with Sections 2.03 and 2.05. Each Revolving Loan under the Revolving Commitments shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for the account of such Defaulting Lender pursuant any other Revolving Lender’s failure to Section 2.16.12make Revolving Loans as required.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, each of the Continuing Lenders listed on Schedule 2.1(a) agrees that the Existing Term Loans made by such Existing Lender under the Existing Credit Agreement shall remain outstanding on and after the Effective Date as “Tranche C Term Loans” made pursuant to this Agreement in the same pro rata amount of such Continuing Lenders pro rata share of the Existing Term Loans and such Existing Term Loans shall on and after the Effective Date have all of the rights and benefits of Tranche C Term Loans as set forth in this Agreement and the other Credit Documents. Subject to the terms and conditions herein set forth, each Lender having a Tranche C Term Loan Commitment severally agrees to make a loan or loans (aeach a “Tranche C Term Loan”) make Advances to the Borrower in Dollars, which Tranche C Term Loans shall not exceed for any such Lender the Tranche C 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 Xxxxxx’s Commitment Amount as in effect from time to time; provided that Such Tranche C 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 C 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 C 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 Xxxxxx’s Pro Rata Share Lender the Tranche C 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 C Term Loan Commitments. Within On the foregoing limits and subject to the other provisions hereofTranche C 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 C 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 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 XxxxxxLender’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 Xxxxxx’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 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 result in such Xxxxxx’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) Lender's Revolving Credit Exposure exceeding such Lender's Revolving Loan Commitment. Notwithstanding the foregoing, the aggregate principal amount of all Advances by such Lender Loans outstanding at any time to the Borrower shall not exceed such Xxxxxx’s Pro Rata Share (1) the lesser of (A) 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; Revolving Loan Commitment and (vB) 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 (xi) eighty percent (80%) of the Net Amount of Eligible Receivables, plus (ii) the principal amount lesser of such Defaulting Lender’s outstanding Advances plus (ya) 80% of the net orderly liquidation value by category of Eligible Inventory and (b) fifty percent (50%) of the Net Amount of Eligible Inventory, but in no event more than $3,000,000 with respect to Eligible Inventory (this clause (1)(B) referred to herein as the "Borrowing Base") minus (2) the amount of cash collateral held LC Exposure at such time (not to exceed $2,000,000 at any time). The Borrowing Base will be computed monthly or more often as may reasonably be requested by the Administrative Agent for and a compliance certificate from a Financial Officer of the account Borrower presenting its computation will be delivered to the Administrative Agent in accordance with Section 4.02 hereof. The net orderly liquidation value by category of such Defaulting Lender Eligible Inventory was determined by Emerald Technology Valuations, LLC and will be used in determining the Borrowing Base on the Effective Date. If by reason of any subsequent appraisals conducted pursuant to Section 2.16.125.04 such net orderly liquidation value shall change, the Administrative Agent may adjust such value, upward or downward, consistent with the results of such appraisals. Subject to the foregoing and within the foregoing limits, the Borrower may borrow, repay (or prepay) and reborrow Revolving Loans, on and after the date hereof through the Availability Period, subject to the terms, provisions and limitations set forth herein, including, without limitation, the requirement that no Loan shall be made hereunder if the amount thereof exceeds the Availability outstanding at such time (in each case, after giving effect to the application of the proceeds of such Loan).

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 XxxxxxLender’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 XxxxxxLender’s Pro Rata Share of the aggregate principal amount of all outstanding AdvancesAdvances to such Borrower; (iv) such Lender’s participation in Facility LCs issued for the account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC ObligationsObligations of such Borrower; and (v) the Outstanding Credit Extensions to all Borrowers shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject Subject to the other provisions hereofforegoing, the each Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that Date for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Borrower.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to (a) make Advances to the Borrower Standby Loans, at any time and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during until the period from earlier of the date hereof to Maturity Date and the termination of the Commitment Termination Dateof such Lender, to each Borrower in an aggregate principal amount at any time outstanding not to exceed such Xxxxxx’s Commitment Amount as in effect from time Lender's Commitment, subject, however, to time; provided the conditions that (i) at 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 time shall not exceed such Xxxxxx’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 outstanding aggregate principal amount of such Defaulting Lender’s all Standby Loans plus (y) the outstanding Advances aggregate principal amount of all Competitive Loans exceed the Total Commitment, (ii) at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TXU Gas plus (y) the outstanding aggregate principal amount of all "Loans" under and as defined in the Facility B Credit Agreement made to TXU Gas plus (z) the aggregate amount of "LC Outstandings" under and as defined in the Facility B Credit Agreement for the account of, or owing by, TXU Gas exceed $650,000,000, (iii) unless and until the TXU Electric Approval Date shall have occurred, at no time shall the sum of (x) the outstanding aggregate principal amount of all Loans made to TXU Electric plus (y) the outstanding aggregate principal amount of all "Loans" under and as defined in the Facility B Credit Agreement made to TXU Electric plus (z) the aggregate amount of "LC Outstandings" under and as defined in the Facility B Credit Agreement for the account of, or owing by, TXU Electric exceed $2,000,000,000 (iv) at no time shall (x) the outstanding aggregate principal amount of all Standby Loans made by any Lender plus (y) the amount of cash collateral held by which the Administrative Agent for Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used the account Commitment of such Defaulting Lender pursuant to Section 2.16.122.14 exceed the amount of such Lender's Commitment, (v) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to each Borrower shall equal the product of (A) the percentage which such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to such Borrower and (vi) Standby Loans made after the last day of the Revolving Period may be made only to refund Standby Loans outstanding on such day. Within the foregoing limits, the Borrowers may borrow, pay or prepay and, subject to the limitations set forth in Section 2.11(a), reborrow Standby Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender with an Initial A Term Loan Commitment severally agrees to make a term loan or term loans (aeach, an "Initial A Term Loan" and, collectively, the "Initial A Term Loans") make Advances to the Borrower and Borrower, which Initial A Term Loans: (bi) participate only may be incurred on each Initial A Term Loan Borrowing Date occurring prior to the A Term Loan Maturity Date; (ii) shall be denominated in Facility LCs issued upon U.S. Dollars; (iii) except as hereafter provided, shall, at the request option of the Borrower, in each case from be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that (x) all Initial A Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Initial A 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), no more than three Borrowings of Initial A Term Loans to time during the period from the date hereof be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Initial Borrowing Date (each of which Borrowings shall begin and end on the same day as any Borrowing of Initial B Term Loans that is maintained as Eurodollar Loans); and (iv) shall not exceed for any such Lender at the time of incurrence thereof on any Initial A Term Loan Borrowing Date that aggregate principal amount which equals the Initial A Term Loan Commitment Termination Date, in an aggregate amount not to exceed of such Xxxxxx’s Commitment Amount Lender as in effect from time on such Initial A Term Loan Borrowing Date (before giving effect to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the aggregate principal amount of all Advances by any reduction thereof on such Lender shall not exceed such Xxxxxx’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 date pursuant to Section 2.10 and reborrow 3.03(b)). Once repaid, Initial A Term Loans incurred 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 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 Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, on the terms at any time 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 on and after the period from the date hereof Effective Date and prior to the Commitment Termination Expiration Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time make a loan or loans (each, a "Loan" and, collectively, the "Loans") to time; provided that the Company, which Loans (i) no Advance may be made unless all Lenders have consented thereto as more fully provided and maintained only in Section 3.02Dollars; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided repaid and reborrowed in Section 3.02accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of the Company, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Loans of the same Type; and (iv) (x) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the Revolving Credit Exposure (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) to exceed the Total Commitment as then in effect, (y) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the Revolving Credit Exposure attributable to the Company (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay amounts theretofore outstanding pursuant to this Agreement) to exceed the Company's Borrowing Base at such time and (z) shall not be made (and shall not be required to be made) by any Lender if the making of same would cause the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share Loans then outstanding (after giving effect to the use of the aggregate principal amount proceeds thereof on the date of all the incurrence thereof to repay amounts theretofore 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 this Agreement) 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 2.16.12exceed $25,000,000.

Commitments. Each Lender (a) Subject to and upon the terms and conditions set forth herein, (x) each Lender, which is not an Existing Term Lender, having an Initial Term Loan Commitment severally agreesagrees to make term loans denominated in Dollars (each, a “Funded Initial Term Loan”) to the Borrower on the Closing Date and (y) each Lender, which is an Existing Term Lender, agrees to exchange all (or such lesser amount as the Lead Arrangers shall have allocated to such Lender) of its Existing Term Loans, on the terms set forth herein and conditions hereinafter set forthin the Cashless Roll Settlement Letter, to for a single loan in Dollars (a) make Advances to each, an “Exchanged Initial Term Loan” and, together with the Borrower and (b) participate in Facility LCs issued upon Funded Initial Term Loan, the request of the Borrower“Initial Term Loans”), 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 Xxxxxx’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 which Initial Term Loans shall not exceed for any such Xxxxxx’s Pro Rata Share Lender the Initial Term Loan Commitment of such Lender (which, in the aggregate principal amount cash 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 an Existing Term 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 Existing Term Loans so exchanged by the Administrative Agent for Existing Term Lender). Such Initial Term Loans (1) may at the account option of such Defaulting Lender the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Term Loans of the same Type, (2) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 2.16.125.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed and (3) shall not exceed in the aggregate the Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then outstanding Initial Term Loans shall be repaid in full in Dollars.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter herein set forth, to (a) make Advances to the Borrower each Bank severally agrees, 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 and after the period from the date hereof Restatement Effective Date and prior to the Commitment Termination Final Maturity Date, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time make a loan or loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to time; provided that any Borrower requesting a Revolving Loan pursuant to Section 1.03, which Revolving Loans (i) no Advance may except as hereinafter provided, may, at the option of such Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made by all Banks 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 Revolving Loans of the same Type, (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided repaid and reborrowed in Section 3.02; accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount for any Bank at any time outstanding the amount which, when combined with such Bank’s Percentage of the sum of (A) the Letter of Credit Outstandings at such time plus (B) the aggregate outstanding principal amount of all Advances by Competitive Bid Loans then outstanding, equals the Commitment of such Lender Bank at such time to all Borrowers, (iv) shall not exceed such Xxxxxx’s Pro Rata Share in aggregate principal amount for all Banks at any time outstanding the amount which, when added to the sum of (A) the aggregate amount of Letter of Credit Outstandings at such time plus (B) the aggregate outstanding principal amount of all outstanding Advances; (iv) Competitive Bid Loans then outstanding, equals the Total Commitment at such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; 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; 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 denominated in an amount equal to Approved Currency, provided that the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the aggregate outstanding principal amount of such Defaulting Lender’s all Revolving Loans denominated in a Primary Alternate Currency, when added to the aggregate outstanding Advances plus (y) the principal amount of cash collateral held by all Competitive Bid Loans denominated in an Approved Alternate Currency, shall not exceed the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Alternate Currency Sublimit at any time.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Revolving Lender severally agrees to make Advances Revolving Loans to the Borrower and (b) participate Borrowers in Facility LCs issued upon the request of the Borrower, Dollars or in each case one or more Alternative Currencies from time to time time, on any Business Day during the period from the date hereof to the Commitment Termination DateAvailability Period, in an aggregate amount not to exceed at any time outstanding the amount of such XxxxxxLender’s Commitment Amount as in Revolving Commitment; provided, however, that after giving effect from time to time; provided that any Revolving Borrowing, (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (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 Outstanding Amount of all Advances by the Revolving Loans of any Revolving Lender, plus such Lender shall not exceed such XxxxxxRevolving Lender’s Pro Rata Share of the aggregate principal amount Outstanding Amount of all outstanding Advances; (iv) L/C Obligations, plus such Lender’s participation in Facility LCs shall not exceed such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all LC Obligations; Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (viv) the aggregate Outstanding Credit Extensions Amount of all Revolving Loans made to the Designated Borrowers shall not at any time exceed the Aggregate Commitment AmountDesignated Borrower Sublimit, and (b) each Term Loan Lender severally agrees to make Term Loans to the Company in Dollars in up to two advances (the first such advance to occur on the Second Amendment Effective Date and the second such advance in an aggregate principal amount not to exceed $75,000,000 to occur during the Delayed Draw Availability Period), in an aggregate amount equal to such Lender’s Term Loan Commitment, by making immediately available funds available to Agent’s designated account, not later than the time specified by Agent, provided that each Lender’s portion of the outstanding Term Loan (immediately prior to giving effect to the Second Amendment) shall be deemed to have been advanced to the Company by such Lender on the Second Amendment Effective Date and shall be applied to reduce such Lender’s Term Loan Commitment. Within the foregoing limits and subject to the other provisions terms and conditions hereof, the Borrower Company may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; providedRevolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. Loans may be Base Rate Loans or Eurocurrency Rate Loans, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall as further provided herein. Term Loans may only 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 2.16.12denominated in Dollars.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Lender severally agrees to make Advances loans (each a “Committed Loan”) in Available Currencies to the each Borrower and (bother than a Canadian Borrower) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from the date hereof prior to the Commitment Termination Date, Date in an aggregate amount not amounts equal to exceed such Xxxxxx’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 XxxxxxLender’s Pro Rata Share of the aggregate principal amounts requested by such Borrower; (b) the US Swing Line Lender shall, and the Euro Swing Line Lender may, make Swing Line Loans to any Borrower (other than a Canadian Borrower) from time to time prior to the Commitment Termination Date, and each other Lender agrees that it shall have a participation in such Swing Line Loans, all as more fully set forth in Section 2.3; (c) each Canadian Lender agrees to make Canadian Loans to the Canadian Borrowers from time to time prior to the Commitment Termination Date, and each other Lender agrees that it shall have a participation in such Canadian Loans, all as more fully set forth in Section 2.4; and (d) each Issuing Bank agrees to Issue Letters of Credit from time to time prior to the Letter of Credit Expiration Date, and each other Lender agrees that it shall have a participation in such Letters of Credit, all as more fully set forth in Section 2.5; provided that, upon giving effect to any of the foregoing, (i) the Total Outstandings shall not exceed the amount of the Aggregate Commitments; (ii) the sum of the aggregate outstanding Dollar Equivalent amount of all Committed Loans that are Foreign Currency Loans plus the Canadian Outstandings plus the Outstanding Amount of all Letters of Credit denominated in Available Foreign Currencies (collectively, the “Foreign Currency Outstandings”) shall not exceed the Foreign Currency Sublimit; (iii) the sum of the aggregate outstanding AdvancesDollar Equivalent amount of all Loans to Borrowers other than the Company plus the unpaid portion of the face amount of all Canadian Banker’s Acceptances issued for the account of Borrowers other than the Company plus the Outstanding Amount of all Letters of Credit issued for the account of Borrowers other than the Company (collectively, the “Subsidiary Borrower Outstandings”) shall not exceed the Subsidiary Borrower Sublimit; (iv) such Lender’s participation in Facility LCs the Canadian Outstandings shall not exceed the aggregate amount of the Canadian Commitments; and (v) the Credit Exposure of any Lender shall not exceed such Lender’s Pro Rata Share of all LC Obligations; Commitment. Amounts borrowed hereunder may be repaid and (v) the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to thereafter reborrowed until the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12.

Commitments. 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 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 $900,000,000. 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 (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 Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) participate in Facility LCs issued 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 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 (and not to exceed, prior to the Waiver Finalization Date, the Waiver Period Sublimit), 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 Commitment Termination Revolving Credit Maturity Date, in an aggregate amount not to exceed such Xxxxxx’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 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, (iC) no Advance may be made unless all Lenders have consented 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 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) and to the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share application of the aggregate principal amount of all outstanding Advances; (iv) proceeds thereof, result in such Revolving Credit Lender’s participation Revolving Credit Exposure in Facility LCs shall not exceed respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Pro Rata Share Revolving Credit Commitment in respect of all LC Obligations; such Class of Revolving Loan at such time and (vE) shall not, after giving effect thereto and to the Outstanding Credit Extensions shall not application of the proceeds thereof, result at any time exceed in 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 aggregate amount of the foregoing clause (v), Revolving Credit Lenders’ Revolving Credit Exposures at any such time there is a Defaulting Lender, exceeding the Aggregate Total Revolving Credit Commitment Amount shall be reduced by an amount equal to then in effect or the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such Defaulting Lender’s outstanding Advances plus (y) time exceeding the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant aggregate Revolving Credit Commitment with respect to Section 2.16.12.#89847286v15

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, to (a) each Initial Term Lender severally agrees to make Advances an Initial Term Loan to the Borrower and on the Closing Date denominated in dollars in a principal amount not exceeding its Initial Term Commitment (the “Initial Term Facility”), (b) participate each Supplemental Term Lender severally agrees to make a Supplemental Term Loan to the Borrower on the First Amendment Funding Date denominated in Facility LCs issued upon dollars in a principal amount not exceeding its Supplemental Term Commitment (the request of “Supplemental Term Facility” and, together with the BorrowerInitial Term Facility, the “Term Facility”), (c) each Incremental Term Lender severally agrees to make one or more Incremental Term Loans to the Borrower as specified in this Agreement denominated in dollars from time to time in an aggregate principal amount not exceeding its Incremental Term Commitment, and (d) each case Revolving Lender severally agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the period from the date hereof to the Commitment Termination Date, Revolving Availability Period 1WEIL:\98776409\2\27507.0003WEIL:\98776409\2\27507.0003 NAI-1532775236v11532775236v9 58 Blue Bird Body Company Credit Agreement in an aggregate principal amount which will not to exceed result in such Xxxxxx’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 Revolving Exposure exceeding such Xxxxxx’s Pro Rata Share of Revolving Commitment (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“Revolving Facility”). 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; providedRevolving Loans. Amounts repaid or prepaid in respect of Initial Term Loans, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall Supplemental Term Loans or Incremental 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 Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, to (a) make Advances each Lender hereby severally agrees, subject to the Borrower and (b) participate in Facility LCs issued upon limitations set forth below with respect to the request maximum amount of Loans permitted to be outstanding from time to time, to lend to the Borrower, in each case Company from time to time during the period from the date hereof Restatement Closing Date to but excluding the Commitment Termination Date, in Maturity Date an aggregate amount not to exceed exceeding such Xxxxxx’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 Xxxxxx’s Lender's Pro Rata Share of the aggregate principal amount of all outstanding Advances; the Commitments to be used for the purposes identified in subsection 2.6A. The original amount of each Lender's Commitment (iv) including such Lender’s participation in Facility LCs shall not exceed 's share of the Existing Loans) and such Lender’s 's Pro Rata Share is set forth opposite its name on Schedule 2.2 annexed hereto and the aggregate original amount of all LC Obligationsthe Commitments (including the Lenders' Commitment to purchase the Existing Loans) is $200,000,000; and (v) provided, however, that the Outstanding Credit Extensions Commitments of the 49 61 Lenders shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may be adjusted from time to time borrow, prepay to give effect to any assignments of the Commitments pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Datesubsection 8.1; provided, provided further, however, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) the amount of cash collateral held the Commitments shall be automatically reduced by the Administrative Agent for amount of any reductions to the account of such Defaulting Lender Commitments made pursuant to Section 2.16.12subsection 2.5B. Each Lender's Commitment shall expire on the Maturity Date and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be paid in full no later than the Maturity Date. Anything contained in this Agreement to the contrary notwithstanding, the Loans and the Commitments shall be subject to the limitations that the Total Utilization of the Commitments shall not exceed the least of (i) the Borrowing Base, (ii) the aggregate amount of the Commitments then in effect and (iii) the aggregate amount of title insurance pursuant to Title Policies delivered pursuant to subsections 2.10A(vi) and 3.1F(v) and (xiii).

Commitments. Each Lender severally agrees, on (a) Subject to the terms and conditions hereinafter 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 XxxxxxLxxxxx’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) Percentage of the aggregate principal amount sum of all the then outstanding L/C Obligations, then outstanding Agent Advances by such Lender shall and the then outstanding Swing Line Loans, does not exceed such Xxxxxx’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 lesser of (x) the principal amount of such Defaulting LenderLxxxxx’s outstanding Advances plus Commitment then in effect and (y) such Lxxxxx’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 cash collateral held by such Lxxxxx’s Commitment then in effect and (y) such Lxxxxx’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 for Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)). During the account Commitment Period, each of such Defaulting Lender pursuant to Section 2.16.12the 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.

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 (aeach a "Revolving Credit Loan" and, collectively, the "Revolving Credit Loans") make Advances to the Borrower Borrower, which Revolving Credit Loans (i) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date, (bii) participate in Facility LCs issued upon may, at the request option of the Borrower, in be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Revolving Credit Loans made by each case from time to time during of the period from the date hereof Lenders pursuant to the Commitment Termination Datesame Borrowing shall, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; unless otherwise specifically provided that herein, consist entirely of Revolving Credit 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 3.02; accordance with the provisions hereof, (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 such Lender at any time outstanding that aggregate principal amount which, when added to the product of (iiix) such Lender's Revolving Credit Commitment Percentage and (y) the sum of (I) the aggregate Letter of Credit Outstandings at such time and (II) the aggregate principal amount of all Advances by Swingline Loans then outstanding, equals (A) prior to the Perfection Date, the excess of the Revolving Credit Commitment of such Lender at such time minus such Lender's Perfection Date Commitment or (B) on and after the Perfection Date, the Revolving Credit Commitment of such Lender at such time and (v) shall not not, after giving effect thereto and to the application of the proceeds thereof, exceed such Xxxxxx’s Pro Rata Share of for all Lenders at any time outstanding 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 that, when added 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 Letter of Credit Outstandings at such Defaulting Lender’s outstanding Advances plus time and (y) the aggregate principal amount of cash collateral held by all Swingline Loans then outstanding, equals (A) prior to the Administrative Agent for Perfection Date, the account excess of such Defaulting Lender pursuant to Section 2.16.12the Total Revolving Credit Commitment then in effect minus the Perfection Date Commitments or (B) on and after the Perfection Date, the Total Revolving Credit Commitment then in effect. On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full.

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 a portion of the Incremental Loan to the Borrower and (b) participate in Facility LCs issued upon a single drawing on the request of the Borrower, Effective Date 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 Xxxxxx’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 Xxxxxx’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 Commitment. The terms of the Incremental Loan shall be identical to the terms of the Loans made on the “Effective Date” under (Band as defined in) the sum Existing Term Loan Agreement and outstanding immediately prior to the effectiveness of this Agreement (x) such Loans, being referred to herein as the principal “Existing Loans”), except as such terms shall have been modified hereby. Subject to the terms and conditions set forth herein and effective as of the Effective Date, for all purposes of the Loan Documents, the Incremental Loan made hereunder shall constitute an increase in the aggregate amount of such Defaulting the Existing Loans incurred. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Loans and shall bear interest at the rates specified herein as applicable to the Existing Loans. Exhibit 4 The Commitments will automatically terminate concurrently with the making of the Incremental Loan on the Effective Date. For the avoidance of doubt, the failure of any Lender to make its portion of the Incremental Loan shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender’s outstanding Advances plus (y) failure to make its portion of the amount Incremental Loan. Amounts repaid or prepaid in respect of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Loans may not be reborrowed.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein and in the DIP Orders, to (a) each Revolver A Lender severally (and not jointly) agrees (x) in the case of each Lender identified on Schedule 2.01(B) that such Lender is providing Revolver A Commitments hereunder on the Effective Date in exchange for its Existing RBL LC Exposure, and such Existing RBL LC Exposure being deemed satisfied, in full in the amount set forth on Schedule 2.01(B) and (y) to make Advances Revolver A 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 Xxxxxx’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 such Lender’s Revolver A Credit Exposure exceeding such Lender’s Revolver A Commitment (which in Section 3.02; the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving A Commitment referred to in the preceding clause (x)) or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided the Aggregate Credit Exposure exceeding the Commitment (which in Section 3.02; the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving A Commitment referred to in the preceding clause (x)) or (iii) the Aggregate Revolver A Credit Exposure exceeding, prior to the date of entry of the Final DIP Order, $55,400,000 and (b) each Revolver B Lender severally (and not jointly) agrees (x) in the case of each Lender identified on Schedule 2.01(B) that such Lender (A) shall be deemed to have made a Revolver B Loan to the Borrower on the Effective Date in exchange for its Existing RBL Loan, and such Existing RBL Loan shall be deemed satisfied, in the amount set forth on Schedule 2.01(B) and (B) thereafter shall make Revolver B Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount of all Advances by such Lender shall that will not exceed such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; result in (ivi) such Lender’s participation in Facility LCs shall not exceed Revolver B Credit Exposure exceeding such Lender’s Pro Rata Share Revolver B Commitment (which in the case of all LC Obligations; and any Lender referred to in the preceding clause (vx), shall include the amount of such Lender’s Revolving B Commitment referred to in the preceding clause (x)) or (ii) the Outstanding Aggregate Credit Extensions Exposure exceeding the Commitment (which in the case of any Lender referred to in the preceding clause (x), shall not at any time exceed include the Aggregate amount of such Lender’s Revolving B Commitment Amountreferred to in the preceding clause (x)). 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 the Loans. On the Effective Date, Revolver A Loans shall be made in an aggregate principal amount not to exceed $31,406,029.50 and Revolver B Loans shall be made (including such Revolver B Loans deemed made 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 this Section) in an aggregate principal 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$125,000,000.

Commitments. Each Lender severally agreesPrior to the Effective Date, on certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereinafter set forthforth in this Agreement, the Borrowers and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.09, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Advances Revolving Loans to the Borrower and (b) participate Borrowers in Facility LCs issued upon the request of the Borrower, in each case Agreed Currencies from time to time during the period from Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) 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 Dollar Amount of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments or (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 and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Commitment Termination Borrowers denominated in Dollars on the Effective Date, in an aggregate amount not equal to exceed such Xxxxxx’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 Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. It is hereby understood and agreed by all parties hereto that the loans referred to in Facility LCs the immediately foregoing sentence of this Section shall not exceed such Lender’s Pro Rata Share constitute and be deemed to be “Term Loans” for all purposes of all LC Obligations; and (v) the Outstanding this Credit Extensions shall not at any time exceed the Aggregate Commitment AmountAgreement. Within the foregoing limits and subject to the other provisions hereofterms and conditions set forth herein, the Borrower Borrowers may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes Revolving Loans. Amounts repaid or prepaid 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 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 Xxxxxx’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 Xxxxxx’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 hereof and relying upon the representations and warranties herein set forth, each Primary Lender agrees, severally and not jointly, to (a) make Advances Revolving Credit Loans to the Borrower in Dollars, 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 and after the period from Original Closing Date and until the date hereof to earlier of the Maturity Date and the termination of the Primary Commitment Termination Dateof such Lender, in an aggregate principal amount at any time outstanding not to exceed such Xxxxxx’s Primary Lender's Primary Commitment minus the sum of such Primary Lender's pro rata share of the aggregate principal Dollar Equivalent Amount as in effect from of the Pounds Sterling Loans and Canadian Loans made by such Lender plus the outstanding Dollar Equivalent 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 condition that 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 Xxxxxx’s Pro Rata Share of all Primary Lenders plus the outstanding aggregate principal amount Dollar Equivalent Amount of all outstanding Advances; Competitive Loans, Pounds Sterling Loans and Canadian Revolving Credit Loans made by the Lenders exceed (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (vii) the Outstanding Credit Extensions shall not at any time exceed Total Commitment. During the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofPeriod, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to use the Commitment Termination Date; provided, further, that for purposes Primary Commitments of the foregoing clause (v)Primary Lenders by borrowing, at any time there is a Defaulting Lenderprepaying the Primary Loans in whole or in part, and reborrowing, all in accordance with 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 2.16.12terms and conditions hereof.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthof the Loan Agreement, to (a) make Advances to the Lenders hereby establish a credit facility in favor of the Borrower and (bthe “Credit Facility”) participate in Facility LCs issued upon the request of under which each Lender hereby severally agrees to extend credit to the Borrower, in each case from time to time during the period from the date hereof and at any time prior to the Expiry Date (the “Term”), by way of cash advances and the issuance of standby letters of credit pursuant to Section 1.1(b). Each extension of credit shall be in a principal amount equal to such Lender’s Individual Loan Commitment Termination DatePercentage of the total extension of credit on any occasion; provided, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; 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; (iii1) the aggregate principal amount at any one time outstanding of all Advances by such Lender Revolving Loans, Swingline Loans and amounts available to be drawn under Letters of Credit shall not exceed such Xxxxxx’s Pro Rata Share of $30,000,000 (“the Aggregate Loan Commitment”), (2) no Lender shall be obligated to extend credit to the Borrower under the Credit Facility which shall exceed, in the aggregate principal amount of all outstanding Advances; (iv) at any one time outstanding, such Lender’s participation Individual Loan Commitment, (3) each extension of credit under the Credit Facility shall be made by the several Lenders ratably, in Facility LCs shall not exceed a principal amount equal to such Lender’s Pro Rata Share Individual Loan Commitment Percentage of all LC Obligations; the total amount of credit to be extended on any occasion, (4) no Lender shall have any obligation or liability to the Borrower or any other Person as a result of the failure of another of the Lenders to observe any of its obligations under the Loan Agreement, and (v5) no Lender (in its capacity as such) shall have any obligation or liability to the Outstanding Borrower or any other Person as a result of the failure of the Agent to observe any of its obligations under the Loan Agreement or the Agency Agreement. During the Term the Borrower may obtain credit, repay without penalty or premium and obtain further credit under the Credit Extensions shall not at any time exceed Facility, either the full amount of the Aggregate Loan Commitment Amount. Within the foregoing limits and or any lesser sum, subject to the other provisions hereof, the Borrower may from time to time borrow, prepay pursuant to limitations set forth in Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v1.1(b), 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 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 Xxxxxx’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 Xxxxxx’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 Subject to the terms and conditions hereinafter hereof, the Orders and the Approved Budget, and relying upon the representations and warranties herein set forth, the Lenders agree, severally and not jointly, to make term loans to the Borrower (a) make Advances once (but not more than once) on the Closing Date in an aggregate principal amount not to exceed $50,000,000 (the Borrower “Initial Loans”) and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time during the period from Availability Period but on or after the date hereof to on which the Commitment Termination DateFinal Order is entered by the Bankruptcy Court, in an aggregate principal amount not to exceed such Xxxxxx’s Commitment Amount as the Aggregate Loan Commitments in effect from at such time (the “Delayed-Draw Loans” and, together with the Initial Loans, collectively, the “Loans” and, each, a “Loan”); provided, that the Borrower shall not request, and the Lenders shall not be required to time; provided that make, (ix) no Advance may be made unless all Lenders have consented thereto as Delayed-Draw Loans on more fully provided than three (3) separate occasions and (y) Delayed-Draw Loans on any Borrowing Date in Section 3.02; (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) the an aggregate principal amount exceeding the lesser of all Advances $10,000,000 and the Aggregate Loan Commitments in effect at such time. Loans made by such Lender the Lenders pursuant to this Section 2.01 shall not exceed such Xxxxxx’s be made in accordance with their respective Pro Rata Share Shares. Each Lender’s Commitment shall be reduced on a dollar-for dollar basis in an amount equal to the Loans foundered thereunder. Without limiting the generality of the forgoing, in no event shall any Lender be required to make any Loans at any time in an amount that exceeds such Lender’s Commitment in effect at such time. Once repaid, the Loans may not be reborrowed. Each Loan not contemplated by the Approved Budget shall only be required to be made if, and only if, requested by the Borrower and approved by the Required Lenders in their reasonable discretion (or the Administrative Agent, acting at the written direction of the Required Lenders). Notwithstanding anything to the contrary contained herein (and without affecting any other provision hereof), the funded portion of Loans to be made on the initial Borrowing Date and on each subsequent Borrowing Date shall be in an amount equal to the Loans requested on such Borrowing Date minus 1.00% of the aggregate principal amount of all Loans requested on such Borrowing Date (it being agreed that the full principal amount of any such Loans will be deemed outstanding Advances; (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share on and as of all LC Obligations; the applicable Borrowing Date 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 obligated to the remainder repay 100% of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) the principal amount of each 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 as provided hereunder).

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 Xxxxxx’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 Xxxxxx’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 In connection with the Transactions, (i) each of Bank of America, MSSF and DBNY (each in such capacity, an “Initial ABL Lender” and, together with each Additional Committing Lender severally agreespursuant to Section 2 hereof, the “Initial ABL Lenders”), commits to provide that percentage set forth next to its name in the table below of the ABL Facility on the terms set forth in the ABL Term Sheet attached hereto as Exhibit B, (ii) Bank of America, MSSF and conditions hereinafter DBNY (each in such capacity, an “Initial First Lien Term Lender” and, together with each Additional Committing Lender pursuant to Section 2 hereof, the “Initial First Lien Term Lenders” and, together with the Initial ABL Lenders, collectively, the “Initial Lenders” and each, an “Initial Lender”), commits to provide that percentage set forth, forth next to (a) make Advances to its name in the Borrower and (b) participate in Facility LCs issued upon the request table below of the BorrowerFirst Lien Term Facility on the terms set forth in the First Lien Term Loan Term Sheet attached hereto as Exhibit C, in each case from time to time during the period from the date hereof subject only to the conditions set forth on the Conditions Annex. Initial Lender Commitment Termination DatePercentage Bank of America 43.50 % MSSF 28.25 % DBNY 28.25 % The Facilities will contain the terms set forth on the Term Sheets (including the ABL Documentation Principles and the First Lien Documentation Principles), in an aggregate amount and the commitments of each Initial Lender are subject only to the conditions set forth on the Conditions Annex (as defined below). The commitments with respect to the Facilities are on a several, and not joint and several, basis. This commitment letter, together with the Term Sheets and the other attachments hereto and thereto, is referred to exceed such Xxxxxx’s herein as this “Commitment Amount Letter.” This Commitment Letter and the Fee Letter (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 defined below 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 Xxxxxx’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 (v5), at any time there is a Defaulting Lendertogether, are referred to herein as 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 2.16.12Papers.”

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 to the Borrower and on the Closing Date in a principal amount not to exceed its Term Loan Commitment, (b) participate in Facility LCs issued upon the request of if such Lender has so committed pursuant to Section 2.24, to make Incremental Term Loans to the Borrower, in each case an aggregate principal amount not to exceed its Incremental Term Loan Commitment, (c) to fund its Credit-Linked Deposit on the Closing Date in an amount not to exceed its PF L/C Commitment, (d) to make Revolving Loans to the Borrower, 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 the Revolving Credit Maturity Date and the termination of the Revolving Credit 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 Credit Exposure exceeding such Lender’s Revolving Credit Commitment, and (e) to exceed such Xxxxxx’s Commitment Amount as in effect make PF L/C Loans to the Borrower at any time and from time to time; provided time until the earlier of the PF Maturity Date and the termination of the PF L/C Commitments in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; the sum of the outstanding PF L/C Loans and the aggregate PF L/C Exposure exceeding the aggregate PF L/C Commitments or (ii) no Advance may be made the sum of the PF L/C Loans held by the PF Fronting Lender in its capacity as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) such and the aggregate principal PF L/C Exposure exceeding the amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share of on deposit in 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 AmountCredit-Linked Deposit Account. Within the foregoing limits set forth in clauses (d) and (e) of the preceding sentence and subject to the other provisions hereofterms, conditions and limitations set forth herein, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior Revolving Loans and PF L/C Loans, respectively. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. The PF Fronting Lender shall have the option, but not the obligation, to fund PF L/C Loans on behalf of the PF Lenders directly from the Credit-Linked Deposit Account in lieu of funding such loans on a fronted basis. Notwithstanding anything herein to the Commitment Termination Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lendercontrary, the Aggregate Commitment Amount funding obligation of each PF Lender in respect of PF L/C Loans shall be reduced by an amount equal to satisfied in full upon the remainder funding 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 Credit-Linked Deposit.

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 Xxxxxx’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 Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such LenderXxxxxx’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 Upon 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 Xxxxxx’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 Xxxxxx’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 hereofconditions set forth herein, the Borrower may from time each Sponsor hereby severally (but not jointly and severally) commits to time borrowprovide to you directly or indirectly, prepay pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; providedin immediately available funds in U.S. dollars, further, an amount representing that for purposes Sponsor’s Pro Rata Percentage (as defined below) of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by i) an aggregate amount equal to the remainder amount that, when taken together with the amount of funds held in the Escrow Account, will be sufficient to pay the Special Mandatory Redemption Price as specified in the Escrow Redemption Notice Instruction on the Special Mandatory Redemption Date specified in such Escrow Redemption Notice Instruction (Aincluding accrued and unpaid interest owing to holders of the Notes pursuant to the terms of the Indenture and the Notes) such Defaulting Lender’s Commitment Amount minus (Bthe “Equity Commitment”) by no later than two (2) Business Days following receipt of the Escrow Redemption Notice Instruction and (ii) the sum of (x) amounts payable under the principal Fee Agreement, dated October 4, 2019, among the Escrow Issuers and the Trustee; provided, that the aggregate amount of the above clause (i) shall in no event exceed $78,979,687.50. For the avoidance of doubt, if all or any portion of the Equity Commitment, is required to be funded pursuant to the terms of this letter, such Defaulting Lender’s outstanding Advances plus amount will be funded to the Escrow Issuer only and under no circumstances will the Trustee or any other third party be entitled to seek or cause the Sponsors to fund, or cause the funding of, the Equity Commitments (yor any portion thereof) directly to the Trustee or any other third party. The Sponsors will provide such amount subject to, and no later than two (2) Business Days following receipt of, the Escrow Redemption Notice Instruction, delivered pursuant to the Escrow Agreements, which reveals that the amount of cash collateral held by in U.S. dollars that constitutes the Administrative Agent Escrowed Property in the Escrow Account will be insufficient to pay the Special Mandatory Redemption Price as specified in such Escrow Redemption Notice Instruction on the Special Mandatory Redemption Date specified in such Escrow Redemption Notice Instruction. The Escrow Redemption Notice Instruction shall be sent to the addresses set forth in Section 16 below and shall specify the account where such amount shall be deposited. The Equity Commitment is subject to the condition that neither the Indenture nor the terms of the Notes are amended in any manner that would increase the Sponsors payment obligations under this letter without their prior written consent. The Escrow Issuer irrevocably and unconditionally undertakes to use the Equity Commitment (if applicable) to satisfy in full, and at the Special Mandatory Redemption Date, the Special Mandatory Redemption Price for the account Notes in accordance with the terms and provisions of such Defaulting Lender pursuant to Section 2.16.12the Indenture and the Escrow Agreements.

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 Standby 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 Effective Date and until the date hereof earlier to occur of the Revolving Period 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 Xxxxxx’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 Xxxxxx’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 2.16, 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 Standby 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) at all times the account outstanding aggregate principal amount of such Defaulting all Standby 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 Standby 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 modified or reduced from time to time pursuant to Section 2.11 and Section 2.13(f). Within the foregoing limits, the Borrower may borrow, pay, or prepay and reborrow hereunder, on and after the Effective Date and prior to the Revolving Period Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forth, to of this Agreement (including Article VII): (a) make Advances to the Borrower each Lender severally and (b) participate in Facility LCs issued upon the request of the Borrowerfor itself alone agrees that it will, in each case from time to time on any Business Day occurring during the period from commencing on the date hereof Effective Date and continuing to (but not including) the Commitment Termination Date, make revolving loans (relative to each Lender, its "Revolving Loans") to the Borrower equal to such Lender's Percentage of the aggregate principal amount of the Revolving Loans requested by the Borrower pursuant to Section 3.1; provided, however, that no Lender shall be permitted or required to make any Revolving Loan if, after giving effect to the making of such Revolving Loan and to the use of the proceeds thereof, the aggregate principal amount of all Revolving Loans outstanding from (i) all Lenders would exceed the difference between (A) the Commitment Amount then in an effect, and (B) the then aggregate amount not to of Letter of Credit Outstandings, or (ii) such Lender would exceed such Xxxxxx’s the difference between (A) its Percentage of the Commitment Amount as then in effect effect, and (B) its Percentage of the then aggregate amount of Letter of Credit Outstandings; and (b) the Issuer agrees that it will, from time to timetime on any Business Day occurring during the period commencing on the Effective Date and continuing to (but not including) the Commitment Termination Date, issue for the account of the Borrower or any of its Subsidiaries, and each Lender severally and for itself alone agrees to participate in the issuance of, Letters of Credit, all in accordance with the provisions of Article V; provided provided, however, that neither the Issuer nor any Lender shall be permitted or required to issue or extend, in the case of the Issuer, or participate in the issuance or extension of, in the case of such Lender, a Letter of Credit if, after giving effect to such issuance or extension, the aggregate amount of Letter of Credit Outstandings at such time would exceed the lesser of (i) no Advance may be made unless all Lenders have consented thereto as more fully provided in Section 3.02; $50,000,000, or (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided the difference between (A) the Commitment Amount then in Section 3.02; effect, and (iiiB) the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’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 AmountRevolving Loans then outstanding. Within the foregoing limits and subject Subject always to the other provisions terms and conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans 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.

Commitments. Each Lender severally agrees, on MERGEFORMAT (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Bank severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the 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 in Facility LCs issued upon 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 Base Rate Loans or Eurodollar Loans, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount PROVIDED that except as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully otherwise specifically provided in Section 3.02; 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) no Advance may be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided repaid and reborrowed in Section 3.02; accordance with the provisions hereof, (iii) 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 RC Percentage and (y) the sum of (I) the aggregate 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 Revolving Loan Commitment of such Lender Bank at such time and (iv) 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 Xxxxxx’s Pro Rata Share of time and (y) the aggregate principal amount of all outstanding Advances; Swingline Loans (iv) such Lender’s participation in Facility LCs shall not exceed such Lender’s Pro Rata Share exclusive of all LC Obligations; Swingline Loans which are repaid with the proceeds of, and (v) simultaneously with the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereofincurrence of, the Borrower may from time to time borrowrespective incurrence of Revolving Loans) then outstanding, prepay pursuant to Section 2.10 and reborrow hereunder prior to equals the Adjusted Total Revolving Loan 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 2.16.12time.

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 XxxxxxLender’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 XxxxxxLender’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. (a) Each Lender Bank severally agrees, on subject to Section 2.1(c) and the other terms and conditions hereinafter set forthforth in this Agreement, to (a) make Advances lend 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 amounts not to exceed such Xxxxxx’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 at any one time outstanding, the amount of all Advances by such Lender shall not exceed such Xxxxxx’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 Bank's 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 sum of (Asuch Bank's Letter of Credit Exposure. Loans made pursuant to this Section 2.1(a) such Defaulting Lender’s Commitment Amount minus (B) shall be Committed Loans or, solely at the option of each Bank and subject to all restrictions and limitations set forth herein, Competitive Bid Loans. Notwithstanding the foregoing, Borrower shall not be entitled to obtain Loans from a Bank and no Bank shall be permitted to make Loans to Borrower in an amount which would cause the sum of (xi) all Loans held by such Bank, and (ii) such Bank's Letter of Credit Exposure to exceed such Bank's Commitment Percentage of the Borrowing Base then in effect (the limitation in this sentence is hereinafter referred to as the "Single Bank Credit Limit"). Each Committed Borrowing (i) shall be in an aggregate principal amount of $1,000,000 or any larger integral multiple of $100,000 (except that any Base Rate Committed Borrowing may be in an amount equal to the Availability), and (ii) shall be made (A) first, by any Bank which is an Under Funded Bank to the extent necessary to eliminate the under funded position of such Defaulting Lender’s outstanding Advances plus Bank, and (yB) then, from Banks ratably in accordance with their respective Commitment Percentages; provided, that to the extent any Bank's ability to make any Committed Loan on the occasion of any Committed Borrowing is limited as a result of the Single Bank Credit Limit, such Bank shall make a Committed Loan in the maximum amount it is permitted to make without violating such limit and the remaining Banks which are not subject to such limitation shall make Committed Loans in an aggregate amount equal to the remaining portion of such Committed Borrowing. Such Committed Loans shall be made by such unlimited Banks ratably based on the amount of cash collateral each such unlimited Bank's Commitment Percentage relative to the aggregate Commitment Percentages of all such unlimited Banks. Any Competitive Bid Loans held by any Bank which are to be refinanced pursuant to a Committed Borrowing will not be deemed to be outstanding for purposes of determining the Administrative Agent for the account amount of Committed Loans to be made by each Bank as part of such Defaulting Lender Committed Borrowing. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may obtain Borrowings under this Section 2.1(a), and repay Loans and request new Borrowings under this Section 2.1(a); provided, that any partial repayment of Committed Loans shall be applied first, to the Committed Loans held by each Over Funded Bank 18 to the extent necessary to eliminate the over funded position of each such Bank (each such partial repayment shall be allocated to the Over Funded Banks ratably based on the amount of Committed Loans held by each Over Funded Bank), and second, to each Bank in accordance with its Commitment Percentage. Borrower shall not be permitted to obtain Borrowings hereunder after the Conversion Date other than Refunding Borrowings. Each Bank which is an Under Funded Bank at the time an Event of Default occurs shall be irrevocably and unconditionally obligated, for so long as such Event of Default shall be continuing, to purchase from each Over Funded Bank at par, a non-recourse participation interest in all outstanding Committed Loans and all Letter of Credit Exposure held by each Over Funded Bank in an amount which (after giving effect to the simultaneous fulfillment of the obligations pursuant to Section 2.16.12this paragraph of all other Under Funded Banks) will result in the elimination of the under funded position of each Under Funded Bank and the over funded position of each Over Funded Bank. Each Under Funded Bank will pay the purchase price for each participation interest required to be purchased by it pursuant to this paragraph by wire transfer of immediately available funds promptly upon being advised by Agent of the occurrence of an Event of Default, but in all events within two (2) Domestic Business Days following demand by any Over Funded Bank. Borrower's right to request Competitive Bid Loans and the right of each Bank to make Competitive Bid Loans hereunder shall also be subject to the following restrictions: (i) no Bank shall be permitted to make Competitive Bid Loans at any time that the ratio of the Outstanding Credit to the Borrowing Base then in effect is greater than .75 to 1, (ii) no Bank shall be permitted to make Competitive Bid Loans after the Conversion Date, and (iii) no Bank shall be permitted to make Competitive Bid Loans with an Interest Period expiring on or after the thirtieth (30th) day prior to the Conversion Date.

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 "Loan" and, collectively, the "Loans") make Advances to the Borrower Borrower, which Loans (i) shall be made at any time and from time to time on and after the Amendment Effective Date and prior to the Conversion 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, Base Rate Loans or Eurodollar Loans, provided that all Loans made by all Banks pursuant to the Commitment Termination Datesame Borrowing shall, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; unless otherwise specifically 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; herein, consist entirely of Loans of the same Type, (iii) prior to the Conversion Date, may be repaid and reborrowed in accordance with the provisions hereof, (iv) on and after the Conversion Date, shall be repaid in accordance with the provisions hereof, (v) prior to the Conversion Date, shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals (A) if the Permitted CIC Acquisition Subordinated Note has been repaid in full, the Commitment of such Bank at such time or (B) if the Permitted CIC Acquisition Subordinated Note has not been repaid in full, the Commitment of such Bank at such time less such Bank's Percentage of $50,000,000 and (vi) prior to the Conversion Date, shall not exceed in the aggregate for all Banks at any time outstanding that aggregate principal amount which, when added to the then aggregate outstanding principal amount of all Advances by such Lender shall not exceed such Xxxxxx’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 hereofCompetitive Bid 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 equals (A) if the Permitted CIC Acquisition Subordinated Note has been repaid in full, the Total Commitment at such Defaulting Lender’s Commitment Amount minus time or (B) if the sum of (x) Permitted CIC Acquisition Subordinated Note has not been repaid in full, the principal amount of Total Commitment at 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 2.16.12time less $50,000,000.

Commitments. Each Lender severally agrees, on On the terms and subject to the conditions hereinafter set forthcontained in this Agreement, each Lender severally, but not jointly, agrees to make loans in Dollars (aeach a “Revolving Loan”) make Advances to the Borrower and (b) participate in Facility LCs issued upon the request of the Borrower, in each case from time to time on any Business Day during the period from the date hereof to until the Commitment Termination Date, Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Xxxxxx’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 Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation Commitment; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan in Facility LCs shall not exceed excess of such Lender’s Pro Rata Share of all LC Obligations; the amount by which then effective Commitments exceeds the aggregate Revolving Credit Outstandings at such time and (v) provided, further, the Outstanding Credit Extensions shall not amount of any Revolving Loan to be made at any time shall not exceed the Aggregate Commitment AmountBorrowing Availability except as permitted by Section 2.1(b) and Section 2.1(c). Within the limits set forth in the first sentence of this clause (a), amounts of Revolving Loans repaid may be re-borrowed under this Section 2.1. Notwithstanding the foregoing limits and notwithstanding anything to the contrary contained in this Agreement, from and after the Amendment No. 2 Effective Date, no Lender shall have any obligation to make any Swing Loan or Revolving Loan or issue any Letter of Credit, and the Borrower shall not request any Swing Loan, Revolving Loan or Letter of Credit (other than any extension of any Letter of Credit to a date not later than the Scheduled Maturity Date), except that, subject to the other provisions hereofterms of this Agreement, including the conditions set forth in Section 3.2 and Section 2.2 and the delivery of a Notice of Borrowing, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 request 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 Lenders shall be reduced by obligated to make Revolving Loans in 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) not to exceed the amount of cash collateral held aggregate amounts received in collected funds on or after the Amendment No. 2 Effective Date by the Administrative Agent for in the account “Collection Account” (as such term is defined in the Pledged Account Agreement, dated as of March 3, 2008, by and among Keybank National Association, the Borrower, the Administrative Agent and the Term Loan Administrative Agent) and applied to reduce the principal of the Revolving Loans. Notwithstanding anything to the contrary contained in this Agreement, from and after the Amendment No. 2 Effective Date, the collected funds received in the Collection Account shall be applied to the Obligations in such Defaulting Lender pursuant to Section 2.16.12manner and order as the Administrative Agent shall determine.”

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 make Standby Loans (aincluding Eurocurrency Loans) make Advances 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 the earlier of the Maturity Date and the termination of the Commitment Termination Dateof such Lender, in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment minus the amount by which the Competitive Loans outstanding at such time shall be deemed to exceed have used such Xxxxxx’s Commitment Amount as in effect from time pursuant to time; provided Section 2.16, subject, however, to the conditions that (ia) at no Advance may time shall any Loan be made unless all Lenders have consented if, immediately after giving effect thereto as more fully provided in Section 3.02; and to the application of the proceeds thereof, the Aggregate Principal Amount Outstanding would exceed the Total Commitment minus the L/C Exposure, (iib) at no Advance may time shall any Loan be made as a Eurodollar Advance unless if, immediately after giving effect thereto and to the application of the proceeds thereof, the aggregate Equivalent Dollar Amount of all Lenders have consented thereto as more fully provided in Section 3.02; outstanding Eurocurrency Loans would exceed the Eurocurrency Sublimit and (iiic) at all times the outstanding aggregate principal amount of all Advances Standby Loans made by such each Lender shall not exceed such Xxxxxx’s Pro Rata Share equal the product of (i) the percentage which its Commitment represents of the Total Commitment times (ii) 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 respective 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 or reduced from time exceed the Aggregate Commitment Amountto time pursuant to Section 2.11. Within the foregoing limits and subject to the other provisions hereoflimits, the Borrower may from time to time borrow, pay or prepay pursuant to Section 2.10 and reborrow hereunder hereunder, on and after the Effective Date and prior to the Commitment Termination Maturity Date; provided, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal subject 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 2.16.12terms, conditions and limitations set forth herein.

Commitments. Each Lender severally agreesPrior to the Effective Date, on certain loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereinafter set forthforth in this Agreement, the Borrower and each of the Lenders agree that on the Effective Date but subject to the reallocation and other transactions described in Section 1.06, the Existing Loans shall be reevidenced as Loans under this Agreement and the terms of the Existing Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms and conditions set forth herein, each Lender (aseverally and not jointly) 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 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 (after giving effect to exceed any application of proceeds of such Xxxxxx’s Commitment Amount as Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) 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; subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s 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 Dollar Amount of the Total Revolving Credit Exposures exceeding the Aggregate Commitment or (iii) subject to Sections 2.04 and 2.11(b), the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share Dollar Amount of the aggregate principal amount of all total outstanding Advances; (iv) such Lender’s participation Revolving Loans and LC Exposure, in Facility LCs shall not exceed such Lender’s Pro Rata Share of all LC Obligations; and (v) each case denominated in Foreign Currencies, exceeding the Outstanding Credit Extensions shall not at any time exceed the Aggregate Commitment AmountForeign Currency Sublimit. 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 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 2.16.12Revolving Loans.

Commitments. Each Lender severally agrees, on (a) Subject to and upon the terms and conditions hereinafter set forthforth herein, each Lender with a Tranche A Term Loan Commitment severally agrees to make, on the Effective Date, a term loan (aeach, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") make Advances to the Borrower Borrower, which Tranche A Term Loans (i) shall be made and (b) participate in Facility LCs issued upon maintained as Base Rate Loans until the request 10th day following the Effective Date, and thereafter, at the option of the Borrower, in each case from time to time during the period from the date hereof to the Commitment Termination Dateconverted into, in an aggregate amount not to exceed such Xxxxxx’s Commitment Amount Base Rate Loans or Eurodollar Loans, provided that, (A) except as in effect from time to time; provided that (i) no Advance may be made unless all Lenders have consented thereto as more fully otherwise specifically provided in Section 3.02; 1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be incurred after the 10th day following the Effective Date and prior to the 90th day after the Effective Date (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 a single date on or after the Effective Date and on or before the sixth Business Day following the Effective Date and the second and third of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the second such Borrowing, respectively) and (ii) no Advance may shall be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided by each Lender in Section 3.02; (iii) the that initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of all Advances by such Lender shall not exceed on such Xxxxxx’s Pro Rata Share of the aggregate principal amount of all outstanding Advances; date (iv) before giving effect to any reductions thereto on 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 date pursuant to Section 2.10 and reborrow hereunder prior to the Commitment Termination Date; provided3.03(b)). Once repaid, further, that for purposes of the foregoing clause (v), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall Tranche A Term Loans incurred here- under 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) (1) 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 (aeach, an “Initial Term Loan”) make Advances to the Borrower Borrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and (b) participate in Facility LCs issued the aggregate shall not exceed $1,072,500,000. Subject to and upon the request of the Borrowerterms and conditions herein set forth, in each case from time Lender having an Delayed Draw Term Loan Commitment severally agrees to time during the period from the date hereof make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time after the Delayed Draw Closing Date up until the Delayed Draw Term Loan Commitment Termination Date, which Delayed Draw Term Loans shall not exceed for any such Lender the Delayed Draw Term Loan Commitment of such Lender and in an the aggregate amount shall not to exceed such Xxxxxx’s Commitment Amount as in effect from time to time; provided that $1,425,000,000. Such Term Loans (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) at the aggregate principal amount of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share option of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation Borrowers be incurred and maintained as, and/or converted into, 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 case of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus Tranche B-4 Term Loans, ABR Loans or LIBOR Loans and (y) Amendment No. 6 Term Loans, ABR Loans or SOFR Loans; provided that all Term Loans made by each of the amount Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of cash collateral held by Term Loans of the Administrative Agent 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 account Initial Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Defaulting Lender pursuant to Section 2.16.12Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, all then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, Term Loans shall only be available in Dollars.

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Lender hereby severally agrees to (a) make Advances the Loans described in this Section 2.1. Each Lender severally agrees to make 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, Loan Availability Period in an aggregate amount not to exceed such Xxxxxx’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 Xxxxxx’s exceeding its Pro Rata Share of the aggregate principal amount of all outstanding Advancesthe Commitments. The Borrower shall use the proceeds of any such Loans solely for the purposes identified in Section 5.12. The amount of each Lender's Commitment ------------ is set forth opposite its name on Schedule 2.1.A annexed hereto and the -------------- aggregate amount of the Commitments is $75,000,000; (iv) such Lender’s participation in Facility LCs provided that the Commitments of the 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 Section 9.1.; and (v) provided, further that the Outstanding Credit Extensions ------------ amount of the Commitments shall not at any time exceed the Aggregate Commitment Amount. Within the foregoing limits and subject to the other provisions hereof, the Borrower may be reduced from time to time borrow, prepay by the amount of any reductions thereto made pursuant to Section 2.10 2.5. Each Lender's Commitment ------------ shall expire immediately and reborrow hereunder prior to without further action on the Loan Commitment Termination DateDate and no Loans (including Term Loans) shall be made after such date. Amounts borrowed under this Section 2.1.A. and subsequently repaid or -------------- prepaid may be reborrowed; 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) the aggregate principal amount of such Defaulting Lender’s the Loans outstanding Advances plus (y) at any time, when taken together with the Letter of Credit Obligations, may not exceed the aggregate amount of cash collateral held by the Administrative Agent for Commitments. Notwithstanding anything to the account of such Defaulting Lender contrary herein, the Loans converted into Term Loans pursuant to Section 2.16.122.1.F. which are repaid or prepaid subsequent to such -------------- conversion may not be reborrowed.

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 Xxxxxx’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 Xxxxxx’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 month (or applicable portion thereof) at any time; and further provided, however, that the sum of (i) the aggregate Letter of Credit Amount of all LC Obligations; Letters of Credit outstanding that were issued at the request of THQI and (vii) the Outstanding aggregate amount of unreimbursed drawings under all Letters of Credit Extensions that were issued at the request of THQI shall not exceed $10,000,000 at any time exceed (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 2.7, reborrow under Section 2.4, 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 have additional Letters Credit issued for the Borrower's account under Section 2.9 after the expiration or cancellation 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 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 Xxxxxx’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 Xxxxxx’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. (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 Xxxxxx’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 Xxxxxx’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 2.16.12.previously issued Letters of Credit. (b)

Commitments. Each Lender severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein and in the Amendment and Restatement, (i) each Xxxxxxx X-0 Term Loan Lender agrees to make Tranche D-1 Term Loans to the Borrowers (or, as provided below, to (aconvert Tranche C Term 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 DateDollars, in an aggregate principal amount not equal to exceed such XxxxxxTranche D-1 Term Loan Lender’s Tranche D-1 Term Loan 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; on the Tranche D-1 Term Loan Effective Date and (ii) no Advance each Tranche D-2 Term Loan Lender agrees to make Tranche D-2 Term Loans to the Incremental Facility Agreement (Tranche D Term Loans) Borrowers in Dollars, in an aggregate principal amount equal to such Tranche D-2 Term Loan Lender’s Tranche D-2 Term Loan Commitment on the Tranche D-2 Term Loan Effective Date. Proceeds of the Tranche D Term Loans shall be available for the making of Restricted Payments permitted under the Amendment and Restatement, the payment of fees and expenses related thereto and any use permitted under Section 8.17(c) of the Amendment and Restatement (including the general business purposes of the Borrowers) and in addition, proceeds of Tranche D-1 Term Loans shall be available for the prepayment of the Tranche C Term Loans. Notwithstanding the foregoing, it is understood and agreed that any Tranche D-1 Term Loan Lender that also holds any Tranche C Term Loans may elect, by notice to the Administrative Agent, that the Tranche D-1 Term Loans required to be made as a Eurodollar Advance unless all Lenders have consented thereto as more fully provided in Section 3.02; (iii) by such Lender on the Tranche D-1 Term Loan Effective Date shall, to the extent of the portion of such Xxxxxxx X-0 Term Loans not exceeding the aggregate principal amount of all Advances by the Tranche C Term Loans of such Lender, be made through such Tranche C Term Loans being converted into Tranche D-1 Term Loans (and each reference in this Agreement or the Amendment and Restatement to the “making” of any Xxxxxxx X-0 Term Loan, or words of similar import, shall in the case of such Lender shall not exceed be deemed to include such Xxxxxx’s Pro Rata Share conversion). Without limiting the generality of the aggregate principal amount of all outstanding Advances; (iv) such Lender’s participation in Facility LCs foregoing, it is understood that the Tranche D-1 Term Loans into which the Tranche C Term Loans are so converted 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 be treated identically to the other provisions hereof, Tranche D Terms Loans being funded (and not being converted from Tranche C Term Loans) on the Borrower may from time to time borrow, prepay pursuant to Section 2.10 Tranche D-1 Term Loan Effective Date and reborrow hereunder prior to Tranche D-1 Term Loan Commitments shall terminate after the Commitment Termination Date; provided, further, that for purposes Borrowing of the foregoing clause Tranche D-1 Term Loans on the Tranche D-1 Term Loan Effective Date and shall have identical Interest Periods in identical proportions and durations as all other Tranche D Loans (v)and, at for these purposes, any time there is a Defaulting Lender, Interest Periods for Tranche C Term Loans that are Eurodollar Loans in effect on the Aggregate Commitment Amount Tranche D-1 Term Loan Effective Date shall be reduced by an amount equal to terminated on the remainder Xxxxxxx X-0 Term Loan Effective Date, and any such converting Lender shall be paid accrued interest on its Tranche C Term Loans being so converted, together with any amounts payable under Section 5.05 of (A) such Defaulting Lender’s Commitment Amount minus (B) the sum of (x) Amendment and Restatement, as if the principal amount of such Defaulting Lender’s outstanding Advances plus (y) Tranche C Term Loans were being prepaid in full on the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Xxxxxxx X-0 Term Loan Effective Date).

Commitments. Each Lender severally agrees, on On and subject to the terms and conditions hereinafter set forthof this Credit Agreement, to (a) each of the Lenders, severally and for, itself alone, agrees to make Advances Loans in Dollars to the Borrower Borrowers on a revolving basis from time to time before the Commitment Termination Date in such Lender’s Commitment Percentage of such aggregate amounts, as the Borrowers may from time to time request, and (b) participate in Facility LCs issued upon (i) the request Fronting Bank agrees to issue, extend and renew for the account of the Borrower, in each case Mont Re one or more standby letters of credit (a “Letter of Credit”) from time to time during the period from the date hereof to before the Commitment Termination Date, in an aggregate amount not to exceed such Xxxxxx’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) each Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the aggregate principal amount request of all Advances by such Lender shall not exceed such Xxxxxx’s Pro Rata Share and for the account 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 Mont Re from time to time borrow, prepay pursuant to Section 2.10 and reborrow hereunder prior to before the Commitment Termination Date; providedDate in such Lender’s Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, further, that for purposes (iii) each Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the foregoing clause Fronting Bank under Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2, and (v), at any time there is a Defaulting Lenderiv) with respect to Several Letters of Credit, the Aggregate Commitment Amount Fronting Bank hereby agrees that it shall be reduced by severally (and not jointly) liable for an amount equal to the remainder of (A) such Defaulting Lenderits Commitment Percentage plus each Participating Bank’s Commitment Amount minus (B) Percentage and each Participating Bank hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under any such Several Letter of Credit in an amount equal to such Participating Bank’s Commitment Percentage; provided however, that after giving effect to any Credit Extension pursuant to this §2.1.1, the sum of (x) the principal amount of such Defaulting Lender’s outstanding Advances plus (y) Total Outstandings shall not exceed the amount of cash collateral held by the Administrative Agent for the account of such Defaulting Lender pursuant to Section 2.16.12Total Commitment.