Common use of Lenders’ Commitments Clause in Contracts

Lenders’ Commitments. (a) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the assignment of Dollar Commitments and Commitment Percentages with other Persons who determine to become "Lenders", provided, however, that (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(c): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Lender, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) Subject to Section 18.1 (which provides for assignments and assumptions of commitments), each Lender’s “Percentage Commitment”, and “Dollar Commitment” is set forth on EXHIBIT 2.21(a). (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) that Lender’s Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender’s unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Commitment Percentages, Percentage Commitments and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages Percentage Commitments amongst the Lenders or with other Persons who determine to become "“Lenders"”, provided, however, that (i) Unless however unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five (5) Business Days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c2.21(d): (i) The Borrower Borrower, if required by the Agent, shall execute replacement one or more Revolving Credit Notes (which notes shall replace any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Agent does not require the delivery of Revolving Credit Notes or that in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender's Agent’s Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of (i) that Lender's Commitment Percentage of the subject loan or advance or of Availability; or (ii)that Lender's Dollar Commitment, (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Five (5) Business Days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required), any appointment of an agent for the Lenders to replace the Agent shall be in an amount less than Ten Million Dollars subject to the prior consent of the Borrower ($10,000,000.00not to be unreasonably withheld), orwhich consent will be deemed given unless the Borrower provides the Agent with written objection, if less, not more than five (5) Business Days after the total Dollar Commitment Agent shall have given the Borrower written notice of such assigning Lenderproposed replacement. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c20(c): (i) The Borrower shall execute replacement replacements for one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAgent's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Agent and the Lenders. The provisions of the Agency Agreement relating to voting rights of the Lenders from time shall be subject to timethe approval of the Borrower, which approval shall not be unreasonably delayed or withheld. The Borrower acknowledges that the Borrower's approval of the voting rights shall be deemed furnished if the voting rights provisions described in EXHIBIT 2-20 hereto are incorporated in the Agency Agreement. (c) Intentionally Omitted.

Lenders’ Commitments. (a) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of (i) that Lender's Commitment Percentage of the subject loan or advance or of Availability; or (ii) that Lender's Dollar Commitment, (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Five (5) Business Days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c21(c): (i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAgent's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Lenders from time to timeAgent and the Lenders. (c) Intentionally Omitted.

Lenders’ Commitments. (a) Subject to Section 19.1 (which provides for assignments and assumptions of commitments), each Lender's "Percentage Commitment", and "Dollar Commitment" is set forth on EXHIBIT 2.21(a). (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) that Lender's Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender's unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Commitment Percentages, Percentage Commitments and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages Percentage Commitments amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that (i) Unless however unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five (5) Business Days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c2.21(d): (i) The Borrower Borrower, if required by the Agent, shall execute replacement one or more Revolving Credit Notes (which notes shall replace any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Agent does not require the delivery of Revolving Credit Notes or that in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAgent's Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiif) The Borrower may elect to increase the Revolving Credit Loan Ceiling as follows: (i) The Borrower may, by giving at least ten (10) Business Days’ prior written notice to the Agent, request increases in the Revolving Credit Loan Ceiling up to One Hundred Million ($100,000,000) Dollars, in aggregate principal amounts in an integrals of $20,000,000, provided that (i) the Agent, in its sole discretion, has provided its written consent to such increase and (ii) as of the date of the request and the effective date of such increase, no Default or Event of Default shall maintain exist and be continuing, provided, that without the prior written consent of a register identifying Lender, the Lenders from time amount of such Lender’s Pro Rata share of the Dollar Commitments shall not be increased. Nothing in this Section 2.21(f) shall be construed as a commitment on behalf of the Agent or any Lender to timeassume any increase in the Dollar Commitments. (cii) Intentionally OmittedEach Person which assumes any portion of an increase in the Dollar Commitments shall be a willing financial institution which qualifies as an Eligible Assignee and shall be acceptable to the Agent. (iii) Borrower and each Lender or other financial institution which assumes all or any portion of a proposed increase in the Dollar Commitments shall execute and deliver to the Agent a Joinder and Assumption Agreement. The effective date of any proposed increase in the Dollar Commitments shall be as specified in the Joinder and Assumption Agreement, but unless the Agent otherwise consents, not earlier than the date which is three (3) Business Days after the date that the Agent has registered the Joinder and Assumption Agreement in the register kept for that purpose by the Agent described below. Upon the effective date of such Joinder and Assumption Agreement, the Lender or other assuming financial institution named therein shall be a Lender for all purposes of this Agreement, with the Pro Rata share of the Dollar Commitments therein set forth. Borrower agrees that it shall execute and deliver (against delivery by any Lender which has assumed a greater portion of the increased Dollar Commitments of its Notes), Notes describing that Lender’s or other assuming financial institution’s Pro Rata share of the Dollar Commitments. (iv) By executing and delivering a Joinder and Assumption Agreement, the Lender or other assuming financial institution thereunder, acknowledges and agrees that (1) it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Joinder and Assumption Agreement; (2) it will, independently and without reliance upon the Agent or any Lender and based on such documents as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (3) it appoints and authorizes the Agent to take such action and to exercise such powers under this Agreement as are delegated to the Agent by this Agreement, and (4) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (v) The Agent shall maintain at the Agent’s office a copy of each such Joinder and Assumption Agreement delivered to it and a register for recordation of the names and addresses of the Lenders under the Dollar Commitments and their respective Pro Rata share of the Dollar Commitments. Upon receipt of a completed Joinder and Assumption Agreement executed by the Borrower and the assuming Lender or other financial institution, the Agent shall record the increase in the Dollar Commitments and the assigning Lender’s or other financial institution’s assumption thereof in such register. The entries in such register shall be conclusive in the absence of any manifest error, and Borrower, the Agent and Lenders shall deem each Person whose name is recorded in such register as a Lender hereunder for all purposes of this Agreement. (vi) The Agent shall promptly inform the Lenders of the identity of each Lender or other financial institution which executes a Joinder and Assumption Agreement and shall provide each Lender and Borrower with a revised EXHIBIT 2.21(a) giving effect thereto. On the effective date of such increase in the Dollar Commitments, each Lender or other financial institution assuming an increase in the Dollar Commitments shall make such Revolving Credit Loans, and Lender which is a Lender as of the Closing Date shall receive such repayments on outstanding Revolving Credit Loans of each Lender, as shall be necessary to cause the outstanding Revolving Credit Loans of each Lender, as of the effective date of such increase in Dollar Commitments to equal such Lender’s applicable Pro Rata share of the Dollar Commitments as adjusted as of the effective date of such increase in the Dollar Commitments.

Lenders’ Commitments. (a) Subject to Section 18.1 (which provides for assignments and assumptions of commitments), each Lender’s “Percentage Commitment”, and “Dollar Commitment” as of the date hereof is set forth on EXHIBIT 2.21(a). (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) that Lender’s Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender’s unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Commitment Percentages, Percentage Commitments and identities of the Lenders (but not the overall Commitment) may be changed, from time to time in accordance with Section 2.22 or by the reallocation or assignment of Dollar Commitments and Commitment Percentages Percentage Commitments amongst the Lenders or with other Persons who determine to become "“Lenders"”, provided, however, that (i) Unless however unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five (5) Business Days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c):2.21(d) or any increase in the Dollar Commitments pursuant to Section 2.22: (i) The Borrower Borrower, if required by the Agent, shall execute replacement one or more Revolving Credit Notes (which notes shall replace or supplement, as the case may be, any Revolving Credit Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Agent does not require the delivery of Revolving Credit Notes or that in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender's Agent’s Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) Subject to Section 16.1 (which provides for assignments and assumptions of Commitments), each Revolving Credit Lender's "Revolving Credit Commitment Percentage", and "Revolving Credit Commitment" (respectively so referred to herein) and each Term Loan Lender's "Term Loan Percentage", and "Term Loan Commitment" (respectively so referred to herein) is set forth on Schedule 2.23. (b) The Dollar obligations of each Revolving Credit Lender are several and not joint. No Revolving Credit Lender shall have any obligation to make any loan or advance under this Agreement in excess of the lesser of the following: (i) that Revolving Credit Lender's Revolving Credit Commitment Percentage of the subject loan or advance or of Availability; or (ii) that Revolving Credit Lender's Commitment. (c) The obligations of each Term Loan Lender are several and not joint. No Term Loan Lender shall have any obligation to make any loan or advance under this Agreement in excess of that Term Loan Lender's Term Loan Commitment. (d) No Lender shall have any liability to the Credit Parties on account of the failure of any other Lender to provide any loan or advance under the nor any obligation to make up any shortfall which may be created by such failure. (e) The Commitments, Term Loan Percentages, Revolving Credit Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments Commitments, Term Loan Percentages and Revolving Credit Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that (i) Unless an Event " in accordance with the provisions of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment)Article 16 hereof. (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bf) Upon written notice given the Lead Borrower from time to time by the LenderAdministrative Agent, of any assignment or allocation referenced in Section 2-23(c2.23(e): (i) The Each Borrower shall execute replacement one or more Revolving Credit replacement Notes to reflect such changed Dollar Commitments, Term Loan Percentages, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the LenderAdministrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the LenderAdministrative Agent's Certificate confirming the resulting Commitments and Term Loan Percentages and Revolving Credit Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person Person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) Subject to Section 16.1 (which provides for assignments and assumptions of Commitments), each Revolving Credit Lender's "Revolving Credit Commitment Percentage", and "Revolving Credit Commitment" (respectively so referred to herein) is set forth on Schedule 2.23. (b) The Dollar obligations of each Revolving Credit Lender are several and not joint. No Revolving Credit Lender shall have any obligation to make any loan or advance under this Agreement in excess of the lesser of the following: (i) that Revolving Credit Lender's Revolving Credit Commitment Percentage of the subject loan or advance or of Availability; or (ii) that Revolving Credit Lender's Commitment. (c) [Intentionally Omitted] (d) No Lender shall have any liability to the Credit Parties on account of the failure of any other Lender to provide any loan or advance under the nor any obligation to make up any shortfall which may be created by such failure. (e) The Commitments, Revolving Credit Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Revolving Credit Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that (i) Unless an Event " in accordance with the provisions of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment)Article 16 hereof. (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bf) Upon written notice given the Lead Borrower from time to time by the LenderAdministrative Agent, of any assignment or allocation referenced in Section 2-23(c2.23(e): (i) The Each Borrower shall execute replacement one or more Revolving Credit replacement Notes to reflect such changed Dollar Commitments, Revolving Credit Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Administrative Agent (which promptly thereafter shall deliver to the Lead Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the any Borrower, the LenderAdministrative Agent, in lieu of causing the Borrower Borrowers to execute one or more new Revolving Credit Notes, may issue the LenderAdministrative Agent's Certificate confirming the resulting Commitments and Revolving Credit Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person Person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) The Dollar Commitments, obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of that Lender's Commitment Percentage of the subject loan or advance and further subject to the Agent's calculation of Availability. (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", providedPROVIDED, however, thatHOWEVER, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Ten (510) Business Days business days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be in an amount of not less than $1,000,000 and on a pro-rata basis such that each reallocated or assigned Dollar Commitment Percentage to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 21-23(c14(c): (i) The Borrower shall execute replacement one or more Revolving Credit Master Notes or Term Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Master Notes and Term Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Master Notes and Term Notes (as defined below) so replaced) provided however, in the event that a Revolving Credit Master Note or Term Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code bankruptcy code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Master Notes or Term Notes, may issue the Lender's Certificate issue. a certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Agent and the Lenders from time to timedated as of the date hereof and any amendments, modifications, substitutions or replacements thereof. (c) Intentionally Omitted.

Lenders’ Commitments. (a) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of (i) that Lender's Commitment Percentage of the subject loan or advance or of Availability; or (ii) that Lender's Dollar Commitment, (b) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (c) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that, (i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Agent with written objection, not more than five Five (5) Business Days after the Lender Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required), any appointment of an agent for the Lenders to replace the Agent shall be in an amount less than Ten Million Dollars subject to the prior consent of the Borrower ($10,000,000.00not to be unreasonably withheld), orwhich consent will be deemed given unless the Borrower provides the Agent with written objection, if less, not more than five (5) Business Days after the total Dollar Commitment Agent shall have given the Borrower written notice of such assigning Lenderproposed replacement. (bd) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c20(c): (i) The Borrower shall execute replacement replacements for one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAgent's Certificate confirming the resulting Commitments and Commitment Percentages. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiie) The Borrower shall maintain recognizes that the Agent's exercise of any discretion accorded to the Agent herein and of its rights, remedies, powers, privileges, and discretions with respect to the Borrower is subject to a register identifying certain Agency Agreement amongst the Agent and the Lenders. The provisions of the Agency Agreement relating to voting rights of the Lenders from time shall be subject to timethe approval of the Borrower, which approval shall not be unreasonably delayed or withheld. The Borrower acknowledges that the Borrower's approval of the voting rights shall be deemed furnished if the voting rights provisions described in EXHIBIT 2-20 hereto are incorporated in the Agency Agreement. (c) Intentionally Omitted.

Lenders’ Commitments. (ai) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the assignment of Dollar Commitments and Commitment Percentages with other Persons who determine to become "“Lenders"”, provided, however, that (iA) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment). (iiB) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iiiC) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (bii) Upon written notice given the Borrower from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(c23(a): (iA) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Lender, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender's ’s Certificate confirming the resulting Commitments and Commitment Percentages. (iiB) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiiC) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) Subject to Section 7.1 of the Agency Agreement (which provides for assignments and assumptions of commitments), the commitments of each Lender Percentage Commitment and Dollar Commitment are set forth on Exhibit 2.24(a) hereto. (b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following: (i) that Lender's Percentage Commitment of the subject loan or advance or of Availability; and (ii) that Lender's unused Dollar Commitment. (c) No Lender shall have any liability to the Borrower on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall which may be created by such failure. (d) The Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the reallocation or assignment of Dollar Commitments and Commitment Percentages Percentage Commitments amongst the Lenders or with other Persons who determine to become "Lenders", provided, however, that (i) Unless however unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a Person not then Lender) a Lender shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender Administrative Agent with written objection, not more than five (5) Business Days after the Lender Administrative Agent shall have given the Borrower written notice of a proposed assignment). (ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person. (iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (be) Upon written notice given the Borrower from time to time by the Lender, Administrative Agent of any assignment or allocation referenced in Section 2-23(c2.24(d): (i) The Borrower if required by the Administrative Agent shall execute replacement one or more Revolving Credit Notes (which notes shall replace any Notes theretofore provided by the Borrower) to reflect such changed Dollar Commitments, Commitment PercentagesPercentage Commitments, and identities and shall deliver such replacement Revolving Credit Notes to the Lender Administrative Agent (which promptly thereafter shall cancel and deliver to the Borrower the Revolving Credit Notes so replaced) provided however, if any). In the event that the Administrative Agent does not require the delivery of Notes or that in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAdministrative Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the LenderAdministrative Agent's Certificate confirming the resulting Dollar Commitments and Commitment PercentagesPercentage Commitments. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iii) The Borrower shall maintain a register identifying the Lenders from time to time. (c) Intentionally Omitted.

Lenders’ Commitments. (a) The Dollar CommitmentsTerm Loan Commitment, Commitment Percentagesthe Revolving Credit Commitment, Pro Rata Shares of the Lenders, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the assignment of Dollar Commitments and Commitment Percentages the Loans by the Lenders with other Persons who determine to become "“Lenders"”, provided, however, that (i) Unless [Intentionally Omitted]. (ii) Any assignment shall be subject to the prior written consent of the Agent (not to be unreasonably withheld) and (b) unless an Event of Default has occurred and is continuing (in which eventcontinuing, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), and which consent will shall be deemed to be given unless the Borrower provides the Lender Agent with written objection, not more than objection within five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignmentnotice). (ii) Any , in each case, unless such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to an Approved Fund, which shall not require such Personapproval. (iii) [Intentionally Omitted]. (iv) No such assignment shall be in an amount less than Ten Five Million Dollars ($10,000,000.005,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender. (b) Upon written notice given the Borrower from time to time by the LenderAgent, of any assignment or allocation referenced in Section 2-23(c23(a): (i) The Borrower shall execute replacement one or more replacement Revolving Credit Notes or Term Loan Notes, as applicable, to reflect such changed Dollar Commitments, Commitment PercentagesCommitments or Loans, and identities and shall deliver such replacement Revolving Credit Notes or Term Loan Notes to the Lender Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes or Term Loan Notes so replaced) provided ); provided, however, in the event that a Revolving Credit Note or Term Loan Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the LenderAgent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes or Term Loan Notes, may issue the Lender's Agent’s Certificate confirming the resulting Commitments and Commitment PercentagesPro Rata Shares. (ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter. (iiic) The Borrower Agent shall maintain a register identifying the Lenders Lenders, their names and addresses, and principal amount of the Revolving Credit Loans and Term Loans owing to each Lender, from time to time. (c) Intentionally Omitted.