Common use of Commitments Clause in Contracts

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally and not jointly, to (a) make Revolving Credit Loans 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 and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such there is a Defaulting Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's the Aggregate Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time Amount shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, reduced by an amount equal to the conditions that remainder of (aA) at no time shall such Defaulting Lender’s Commitment Amount minus (iB) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders such Defaulting Lender’s outstanding Advances plus (By) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given cash collateral held by the Borrower under Section 2.5. The Commitments Administrative Agent for the account of the Lenders may be terminated or reduced from time to time such Defaulting Lender pursuant to Section 2.12 or Article 72.16.12.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Committed Loans to the Borrower, at any time and from time to time on and after the Closing Date date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.16, subject, however, to the conditions that (ai) at no time shall (iA) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Committed Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (iiB) the Total Commitment Commitment, and (bii) at all times the outstanding aggregate principal amount of all Revolving Credit Committed Loans made by each Lender shall equal the product of (iA) the percentage that which its Commitment represents of the Total Commitment times (iiB) the outstanding aggregate principal amount of all Revolving Credit Committed Loans made pursuant to a notice given by the Borrower under Section 2.52.04. The Each Lender's Commitment is set forth opposite its name in Schedule 2.01. Such Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 2.11. Within the foregoing limits, the Borrower may borrow, pay or Article 7prepay 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. (a) Subject 2.3.1. Each Investor hereby affirms and agrees that it is bound by the provisions set forth in the Equity Commitment Letter or the Support Agreement, as applicable, with respect to the terms Equity Commitment or Rollover Commitment, as applicable, and conditions hereof that, as amongst the Investors and relying upon Parent, Parent shall be entitled to enforce the representations Continuing Commitment only if, when and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall extent (i) directed by the sum of Lead Investor (Aprovided, that the Lead Investor shall not direct Parent to enforce its rights with respect to any Continuing Commitment until the Closing Conditions have been satisfied or validly waived as permitted hereunder and proceed with the Closing) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed or (ii) the Total Company is permitted to enforce the provisions of the Equity Commitment Letter and the Support Agreement under the specific circumstances and as specifically set forth therein and in Section 10.10 of the Merger Agreement and does in fact so cause Parent to enforce such provisions. Subject to the other provisions of this Section 2.3.1, Parent shall have no right to enforce any Continuing Commitment unless acting at the direction of the Lead Investor as set forth above, and no Investor shall have any right to enforce any Continuing Commitment except the Lead Investor acting through Parent. Parent shall only enforce the Equity Commitment Letter and the Support Agreement ratably among the Continuing Investors. Notwithstanding anything herein to the contrary, a Majority-in-Interest of the Investors (or, if such Majority-in-Interest of the Investors fail to designate the Lead Investor as a Failing Investor within 5 Business Days upon the occurrence of a Breach by the Lead Investor, the Majority Institutional Investors) may direct Parent to enforce its rights under (x) the Lead Investor’s Continuing Commitment and (by) at all times in the outstanding 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 principal amount of all Revolving Credit Loans made by the Equity Commitment, and each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant Continuing Investor hereby agrees to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7such adjustment.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standard Loans to the Borrower, at any time and from time to time on and after the Closing Date date hereof and until (and including) the Commitment Termination Date or the date of any earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.15, subject, however, to the conditions that (a) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Standard Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) except as otherwise provided in Section 2.07(a), at all times the outstanding aggregate principal amount of all Revolving Credit Standard Loans made by each Lender shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Standard Loans made pursuant to a notice given by the Borrower under Section 2.52.04. The Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments of the Lenders may be terminated terminated, reduced or reduced extended from time to time pursuant to Section 2.12 2.11. Within the foregoing limits, the Borrower may borrow, pay or Article 7prepay 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. (a) (1) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make Revolving Credit Loans a loan or loans (each, an “Initial Term Loan”) to the BorrowerBorrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time and from time to time on and after the Delayed Draw Closing Date and up until the earlier 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 the aggregate shall not exceed $1,425,000,000. Term Loans may at the option of the Maturity Date Borrowers be incurred and the termination maintained as, and/or converted into ABR Loans or SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Term Loan Commitment or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in an the aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of Total Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then current L/C Exposure plus the amount by which the Competitive unpaid Initial Term Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectrepaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, howeverall then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, to the conditions that (a) at no time Term Loans shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may only be terminated or reduced from time to time pursuant to Section 2.12 or Article 7available in Dollars.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreesagrees (a) to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment, severally (b) to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment and not jointly, (c) to make Revolving Credit Loans to the Borrower, at any time and Borrower from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Revolving Availability Period in an aggregate principal amount at any time outstanding that will not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall result in (i) the sum of (A) the outstanding aggregate principal amount of all such Lender’s Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed exceeding such Lender’s Revolving Commitment, or (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (ix) the percentage that its Commitment represents sum of the Total Commitment times aggregate Revolving Exposures (iiminus the Viacom LC Exposures), plus the aggregate Competitive Loan Exposures exceeding (y) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant Commitments minus the Viacom Reserve Amount. Notwithstanding anything to a notice given by the Borrower under Section 2.5. The contrary in this Agreement, the Revolving Commitments of constituting the Lenders may be terminated or reduced Viacom Reserve Amount in effect from time to time pursuant shall be available solely for the issuance of Viacom LCs and shall not be utilized for any other purpose, including Revolving Loans, Swingline Loans or Letters of Credit other than Viacom LCs. Within the foregoing limits and subject to Section 2.12 or Article 7the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally to (a) make Advances to any Borrower and not jointly, (b) to make Revolving Credit Loans to participate in Facility LCs issued upon the request of any Borrower, at any time and in each case from time to time on and after during the Closing Date and until period from the earlier of the Maturity Date and the termination of date hereof to the Commitment of Termination Date for such LenderBorrower, in an aggregate principal amount at any time outstanding not to exceed such Lender's ’s Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such Amount as in effect from time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions time; provided that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made Advances by all Lenders plus (B) such Lender to any Borrower shall not exceed such Lender’s Pro Rata Share of the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Advances to such Borrower; (ii) such Lender’s participation in Facility LCs issued for the Total Commitment account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC Obligations of such Borrower; (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 PECO Sublimit; (vi) the Outstanding Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and (bvii) at all times the outstanding aggregate principal amount LC Obligations of all Revolving Borrowers collectively shall not at any time exceed the Letter of Credit Loans made by Sublimit. Within the foregoing limits, each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time borrow, prepay pursuant to Section 2.12 or Article 72.10 and reborrow hereunder prior to the Commitment Termination Date for such Borrower.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make Revolving Credit Loans a loan or loans (each, an “Initial Term Loan”) to the Borrower, at any time and from time to time Borrower on and after the Closing Date and until (or, to the earlier of extent applicable, the Maturity Date and RPS Closing Date, as set forth the termination of below), which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, Lender and in an the aggregate principal amount at any time outstanding shall not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive $825,000,000. Such Term Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) may at the sum option of (A) the outstanding aggregate principal amount of Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans; provided that all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Term Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid in accordance with the outstanding provisions hereof, but once repaid or prepaid, may not be reborrowed, and (iii) shall not exceed in the aggregate principal the Total Initial Term Loan Commitments. Notwithstanding anything to the contrary contained in the foregoing Section 2.1(a) solely in the event that the RPS Acquisition is not consummated on the Closing Date, a portion of the Initial Term Loans equal to the aggregate amount of all Revolving Credit Loans Delayed Draw Term Loan Commitments shall be made pursuant available to a notice given by the Borrower under Section 2.5on a delayed draw basis (through the earlier of: (x) any date on which the Borrower reasonably determines in a written notice to the Administrative Agent that the RPS Acquisition will not be consummated and (y) January 29, 2014) and, in such event, each Lender having a Delayed Draw Term Loan Commitment severally agrees to make a loan or loans (each, a “Delayed Draw Term Loan”) to the Borrower on the RPS Closing Date. The Commitments On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. Upon the funding of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Delayed Draw Term Loans on the RPS Closing Date, the Delayed Draw Term Loans shall automatically and without further action by any Person constitute Initial Term Loans for all purposes of this Agreement and the other Credit Documents.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the BorrowerStandby Loans, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, to each Borrower in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.14, subject, however, to the conditions that (ai) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and Commitment, (bi) at all times 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 Revolving 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 amount of such Lender's Commitment and (i) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to each Borrower shall equal the product of (iB) the percentage that its which such Lender's Commitment represents of the Total Commitment times (iiB) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made pursuant to a notice given by such Borrower. Within the Borrower under Section 2.5. The Commitments of foregoing limits, the Lenders Borrowers may be terminated borrow, pay or reduced from time prepay and reborrow Standby Loans hereunder, on and after the Effective Date and prior to time pursuant the Maturity Date, subject to Section 2.12 or Article 7the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agrees, having a Closing Date Term Loan Commitment severally and not jointly, agrees to make Revolving Credit Closing Date Term Loans denominated in Dollars to the BorrowerBorrower on the Closing Date, at which Closing Date Term Loans shall not exceed for any time and from time to time on and after such Lender the Closing Date Term Loan Commitment of such Lender and until in the earlier 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 (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the 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 Maturity Date Borrower be incurred and the termination 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 Closing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in an the aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of Total Term Loan Commitments. On the Initial Term Loan Maturity Date, all then current L/C Exposure plus the amount by which the Competitive unpaid Initial Term Loans outstanding at such time and Amendment No. 3 New Term Loans shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7repaid in full in Dollars.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Revolving Lender agrees, severally and not jointly, agrees to make revolving credit loans (“Revolving Credit Loans Loans”) to the Borrower, at any time and Borrower from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender, Period in an aggregate principal amount at any one time outstanding which would not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall result in either (i) the Revolving Loans of such Lender when added (after giving effect to any application of proceeds of such Revolving Loans pursuant to Section 2.6) to the sum of (Ax) such Lender’s Revolving Percentage of the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Obligations then outstanding, (y) such Lender’s Swingline Exposure plus then outstanding and (Cz) such Lender’s Protective Advance Exposure then outstanding, exceeding the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed such Lender’s Commitment or (ii) the Total Commitment Revolving Extensions of Credit exceeding the lesser of (x) the Total Commitments and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (iy) the percentage Borrowing Limit, subject to the authority of the Administrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.3; provided that its Commitment represents 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 times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by Period the Borrower under Section 2.5may 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 Commitments of the Lenders Revolving Loans may be terminated or reduced from time to time pursuant be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to Section 2.12 or Article 7the Administrative Agent in accordance with Sections 2.2 and 2.12.

Commitments. (a) (i) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally (and not jointly, ) agrees to make a loan or loans denominated in Dollars (each a “Revolving Credit Loan”) to the Borrowers which Revolving Credit Loans to the Borrower, (A) shall be made at any time and from time to time on and after the Closing Date and until the earlier of prior to the Maturity Date and the termination of the Commitment of such LenderDate, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) may, at the then current L/C Exposure plus (C) option of the outstanding aggregate principal amount of all Competitive Borrowers be incurred and maintained as, and/or converted into, ABR Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of or Eurodollar Loans, provided that all Revolving Credit Loans made by each Lender 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 equal not, for any such Lender, result in such Lender’s Credit Exposure at such time exceeding such Lender’s Commitment at such time and (E) shall not result in the product Total Credit Exposure exceeding the lesser of (i) the percentage that its Commitment represents of the Total Commitment times at such time and (ii) the outstanding aggregate principal amount 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 all Revolving Credit Loans made pursuant such Lender to a notice given by make such Loan, provided that (A) any exercise of such option shall not affect the Borrower under Section 2.5. The Commitments obligation of the Lenders may Borrowers to repay such Loan and (B) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrowers resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be terminated compensated hereunder or reduced from time that it determines would be otherwise disadvantageous to time pursuant to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.12 or Article 73.5 shall apply).

Commitments. (a) Subject to the terms and conditions hereof of this Agreement and relying in reliance upon the representations and warranties of Company herein set forth, each Lender hereby severally agrees, severally and not jointlysubject to the limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to make Revolving Credit Loans lend to the Borrower, at any time and Company from time to time on and after during the period from the Closing Date and until to but excluding the earlier Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the Maturity Date and the termination aggregate amount of the Commitment Commitments to be used for the purposes identified in subsection 2.5A. The original amount of such Lender, in an aggregate principal amount at any time outstanding not to exceed such each Lender's Commitment minus is set forth opposite its name on Schedule 2.1 annexed ------------ hereto and the sum of such Lender's pro rata share aggregate original amount of the then current L/C Exposure plus Commitments is $65,000,000; provided that the Commitments of Lenders shall be adjusted to give effect to any -------- assignments of the Commitments pursuant to subsection 10.1B; and provided, -------- further that the amount by which of the Competitive Loans outstanding at such time Commitments shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time by ------- the amount of any reductions thereto made pursuant to Section 2.12 subsections 2.4A, 2.4B(ii) and 2.4B(iii). Each Lender's Commitment shall expire on the 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 Article 7before 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 Commitments then in effect.

Commitments. (a) Subject to the terms and conditions hereof and ------------ relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standby Loans to the Borrower, Borrowers at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 Commitment, subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by each Lender to a Borrower shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made to such Borrower pursuant to a notice given by 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 Borrower under Section 2.5. The Commitments 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 be set forth opposite its respective name in the Register. Such Commitments may be terminated terminated, reduced or reduced extended from time to time pursuant to Section 2.12 2.11. Within the foregoing limits, the Borrowers may borrow, pay or Article 7prepay and reborrow hereunder, on and after the Closing Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans a Loan relating to such Lenders' Term Loan Facility A Commitment to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, 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 (as defined in Article VII), and at any time outstanding not to exceed such Lender's Commitment minus thereafter during the sum continuance of such Lender's pro rata share event, the Administrative Agent may, and at the request of the then current L/C Exposure plus the amount Required Lenders shall, by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, notice to the conditions that Borrower suspend the Commitments (a) at no time and thereupon the Commitments shall immediately be suspended). During the period of any such suspension: (i) the sum no Lender shall be obligated in respect of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed its Commitment and (ii) any fees due to any one or more of Administrative Agent and the Total Commitment Lenders (including the fees provided for in Section 2.12) shall be calculated without regard to such suspension. Without limiting the first sentence of this paragraph, (x) a grace or cure period in an agreement between the 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 first sentence and (by) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by a third party (i.e., a Person that is not the Administrative Agent or a Lender) to the Borrower under Section 2.5or a Subsidiary is included as a notice within the contemplation of such first sentence. The Commitments This paragraph shall apply notwithstanding anything to the contrary in this Agreement or any of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7other Loan Documents.

Commitments. (a) (i) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving a Revolving Credit Commitment severally, severally and but not jointly, agrees to make a loan or loans denominated in Dollars (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Parent Borrower on behalf of the Borrowers, which Revolving Credit Loans to the Borrower, (A) shall be made at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, prior to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus Termination Date, (B) may, at the then current L/C Exposure plus (C) option of the outstanding aggregate principal amount Parent Borrower on behalf of all Competitive the Borrowers, be incurred and maintained as, and/or converted into, ABR Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of or LIBOR Loans, provided that all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) Lenders pursuant to the outstanding aggregate principal amount same Borrowing shall, unless otherwise specifically provided herein, consist entirely of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders same Type, (C) may be terminated or reduced from 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 pursuant 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 as then in effect (subject to Section 2.12 or Article 72.1(d)), and (F) shall not exceed $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 proceeds thereof, result at any time in the aggregate amount of the 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 Section 2.1(e)); (x) the 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 Tranche A-1 Commitments have not been terminated); (y) the aggregate outstanding amount of the Tranche A-1 Loans shall not exceed the aggregate amount of Tranche A-1 Commitments, and (z) the aggregate outstanding amount of the Tranche A Lenders’ Revolving Credit Exposures (other than with respect to Tranche A-1 Loans) shall not exceed the aggregate amount of Tranche A Commitments.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Term A Loan Lender agrees, severally and not jointly, agrees to make Revolving Credit Term A Loans to the Borrower, at any time and from time to time on and after Borrower during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount that will not at any time outstanding not to exceed result in such Term A Loan Lender's Commitment minus ’s Term A Loans exceeding its Term A Loan Commitment; provided, that the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Term A Loans outstanding at such time shall be deemed available in up to have used such Lender's Commitment pursuant to Section 2.18 subject, however, 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 (awill not at any time result in such Term B Loan Lender’s Term B Loans exceeding its Term B Loan Commitment; provided, that the Term B Loans shall be available in up to three separate Borrowings. Amounts borrowed under this Section 2.01(a) at no time shall and repaid or prepaid in respect of any Loans may not be reborrowed. For the avoidance of doubt, (i) no Term A Loan Lender shall be required to fund any portion of any Term B Loan, unless, and only to the sum extent, it is also a Term B Loan Lender, and no Term B Loan Lender shall be required to fund any portion of (A) any Term A Loan unless, and only to the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed extent, it is also a Term A Loan Lender, and (ii) the Total Commitment each Term A Loan shall be made in CLP and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans each Term B Loan shall be made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7in Dollars.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, commits to make Loans (each such Loan made under this Section 2.1, a “Revolving Credit Loans Loan”) to the Borrower, at any time and Borrower from time to time during the period commencing on and after the Closing Original Effective Date and until the earlier of ending on the Maturity Date and the termination of the Commitment of (each such Lendercommitment, a “Commitment”) in an aggregate principal amount at any time outstanding not equal to exceed the amount set forth beside such Lender's Commitment minus ’s name in 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) such Lender’s Exposure exceeding such Lender’s Commitment, or (ii) the sum of such Lender's pro rata share of the then current L/C total Exposure plus exceeding either the amount by which total Commitment or the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Revolving Loans. In addition, the Borrower may request from time to time that (a) at no time shall the Commitment be increased in an aggregate principal amount of up to $10,000,000, provided that (i) the sum Agent and any Lender providing any portion of any such increase must consent in writing thereto (Ait being agreed that no Lender is required to 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 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 outstanding Borrower shall pay to the Agent, for the account of the Lenders, a one-time fee in an amount equal to 0.2% of the amount of each such Commitment increase, (v) the aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders such Commitment increases shall not exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5$10,000,000. The Commitments pro rata share of each Lender’s Commitment hereunder shall automatically increase as a result of any permitted increase in the Lenders may Commitment hereunder, and Schedule A shall be terminated or reduced from time amended to time pursuant to Section 2.12 or Article 7reflect any such permitted increase.

Commitments. (a) Subject to the terms and conditions hereof and relying upon set forth herein, (i) each Daylight Term Lender agrees to make Daylight Term Loans to the representations and warranties herein set forthBorrower on the Closing Date in Dollars in a principal amount not to exceed its Daylight Term Loan Commitment, (ii) each Initial Term Lender agreesseverally, severally and not jointly, agrees to make Revolving Credit Initial Term Loans to the BorrowerBorrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (iii) each Revolving Lender severally, and not jointly, agrees to make Initial Revolving Loans to the Revolving Borrower in Dollars at any time and from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such LenderAvailability Period; provided that, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the Outstanding Amount of Initial Revolving Loans to be made 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 the outstanding aggregate principal amount ordinary course of all Revolving Credit Loans made by all Lenders plus business and (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount payment of all Competitive Loans made by all Lenders exceed Transaction Costs and (ii) after giving effect to any Borrowing of Initial Revolving Loans, the Total Commitment and (b) at all times the outstanding aggregate principal amount Outstanding Amount of all such Initial Revolving Lender’s Initial Revolving Credit Loans made by each Lender Exposure shall equal not exceed such Initial Revolving Lender’s Initial Revolving Credit Commitment. Within the product of (i) foregoing limits and subject to the percentage that its Commitment represents terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and re-borrow Revolving Loans. Amounts paid or prepaid in respect of the Total Commitment times (ii) Daylight Term Loans and the outstanding aggregate principal amount of all Revolving Credit Initial Term Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7re-borrowed.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agrees, having an Initiala Closing Date Term Loan Commitment severally and not jointly, agrees to make Revolving Credit InitialClosing Date Term Loans denominated in Dollars to the Borrower, at any time and from time to time Borrower on and after 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 until in the earlier 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 (iii) each Lender having an Amendment No. 3 New Term Loan Commitment severally agrees to make Amendment No. 3 New Term Loans denominated in Dollars to the 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 Maturity Date Borrower be incurred and the termination 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 InitialClosing Date Term Loan Commitment, Amendment No. 1 New Term Loan Commitment and/or Amendment No. 3 New Term Loan Commitment of such Lender, and (iv) shall not exceed in an the aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then current L/C Exposure plus the amount by which the Competitive unpaid Initial Term Loans outstanding at such time and Amendment No. 3 New Term Loans shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7repaid in full in Dollars.

Commitments. Prior to the Effective Date, 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 (a) such outstanding loans, if any, being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereof set forth in this Agreement, each Borrower and relying upon each of the representations Lenders agree that on the Effective Date, any Existing Loans under the Existing Credit Agreement shall be deemed to be Revolving Loans under this Agreement that have been made to the Company, and warranties herein 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 forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and Borrowers in Agreed Currencies from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that result in (a) at no time shall (i) subject to Sections 2.04 and 2.11(b), the sum Dollar Amount of (A) the outstanding aggregate principal amount of all such Xxxxxx’s Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and exceeding such Xxxxxx’s Commitment, (b) at all times subject to Sections 2.04 and 2.11(b), the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents Dollar Amount of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant Exposure exceeding the Aggregate Commitment or (c) subject to a notice given by Sections 2.04 and 2.11(b), the Borrower under Section 2.5. The Commitments Dollar Amount of the Lenders 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 terms and conditions set forth herein, the Borrowers may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7borrow, prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans revolving credit loans (together, the “Loans”) to each of the Borrower, at any time and Borrowers from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of during the Commitment of such Lender, Period in an aggregate principal amount at any one time outstanding not which, when added to exceed such Lender's Lxxxxx’s Commitment minus Percentage of the sum of such Lender's pro rata share of the then current outstanding L/C Exposure plus Obligations, then outstanding Agent Advances and the then outstanding Swing Line Loans, does not exceed the lesser of (x) the amount by which of such Lxxxxx’s Commitment then in effect and (y) such Lxxxxx’s Commitment Percentage of the Competitive Loans outstanding Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered, subject to recalculation at such any time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to based on the conditions that (aAdministrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed and (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal severally agrees to make revolving credit loans (the product of (i“Revolving Loans”) the percentage that its Commitment represents to each of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced Borrowers from time to time pursuant during the Commitment Period in an aggregate principal amount at any one time outstanding does not exceed the lesser of (x) the amount of such 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 Section 2.12 recalculation at any time based on the Administrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)). During the Commitment Period, each of the Borrowers may use the Commitments by borrowing, prepaying the Revolving Loans in whole or Article 7in part, and reborrowing, all in accordance with the terms and conditions hereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon in the representations and warranties herein set forthOrders, each Lender agreesagrees to (i) following the Interim Order Entry Date and upon the satisfaction of the conditions to Borrowing set forth in Sections 3.1 and 3.4, severally make a term loan to the Borrower in a single Borrowing on the Closing Date in a principal amount in Dollars not to exceed such Lender’s Initial Commitment (the “Initial Loan”), (ii) upon the satisfaction of the conditions to Borrowing set forth in Sections 3.2 and 3.4, make a term loan to the Borrower in a single Borrowing, on the sixth (6th) Business Day following the Final Order Deadline, unless the Final Order Entry Date has occurred prior to such sixth (6th) Business Day, in a principal amount in Dollars not jointlyto exceed such Lender’s Supplemental Initial Commitment (the “Supplemental Initial Loan”) and (iii) following the Final Order Entry Date and upon the satisfaction of the conditions to Borrowing set forth in Sections 3.3 and 3.4, to make Revolving Credit Loans additional delayed draw term loans to the Borrower, at any time and Borrower from time to time during the period commencing on and after the Closing Final Order Entry Date and until ending on the earlier of Delayed Draw Commitment Termination Date (but in any event, not more frequently than once per week) (the Maturity Date and the termination of the Commitment of such Lender, “Delayed Draw Loans”) in an aggregate principal amount at any time outstanding for all such Borrowings under this clause (iii) not to exceed such Lender's ’s Delayed Draw Commitment. Following the making of the Initial Loan by a Lender, the Initial Commitment minus the sum of such Lender's pro rata share Lender shall terminate, and following the making of the then current L/C Exposure plus Supplemental Initial Loan by a Lender, the Supplemental Initial Commitment of such Lender shall terminate. Following the making of any Delayed Draw Loans by a Lender, the Delayed Draw Commitment of such Lender shall be reduced by the amount by which of such Delayed Draw Loans so made. To the Competitive Loans outstanding at such time extent not terminated earlier, each Lender’s Supplemental Initial Commitment and Delayed Draw Commitment shall terminate immediately and without further action on the Termination Date. Once funded, each Initial Loan, Supplemental Initial Loan and Delayed Draw Loan shall be a “Loan”, a “New-Money Loan” and a “Term Loan” for all purposes under this Agreement and the other Credit Documents. Amounts borrowed, deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (aborrowed or exchanged under ‎Section 2.1(a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders repaid or prepaid may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and Borrower from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount that will not result in (a) the aggregate outstanding principal amount of such Xxxxxx’s Revolving Exposure exceeding such Xxxxxx’s Aggregate Available Commitment Amount or (b) the Total Utilization of Commitments exceeding the Aggregate Available Commitment Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Each Lender’s Commitment shall expire on the Commitment Termination 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 doubt, at any time outstanding not to exceed such Lender's that the 2020 Incremental Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Aggregate Available Amount is greater than zero all Loans outstanding at such time shall will be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (Bincluding all 2020 Incremental Lenders) in accordance with their Applicable Percentages and at any time that the then current L/C Exposure plus (C) the outstanding aggregate principal amount 2020 Incremental Commitment Aggregate Available Amount is zero, no Loans shall be required to be funded in respect of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7any 2020 Incremental Commitments.

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally to (a) make Advances to any Borrower and not jointly, (b) to make Revolving Credit Loans to participate in Facility LCs issued upon the request of any Borrower, at any time and in each case from time to time on and after during the Closing Date and until period from the earlier of the Maturity Date and the termination of date hereof to the Commitment of Termination Date for such LenderBorrower, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such Amount as in effect from time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions time; provided that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made Advances by all Lenders plus (B) such Lender to any Borrower shall not exceed such Lender's Pro Rata Share of the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Advances to such Borrower; (ii) such Lender's participation in Facility LCs issued for the Total Commitment account of any Borrower shall not exceed such Lender's Pro Rata Share of all LC Obligations of such Borrower; (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 PECO Sublimit; (vi) the Outstanding Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and (bvii) at all times the outstanding aggregate principal amount LC Obligations of all Revolving Borrowers collectively shall not at any time exceed the Letter of Credit Loans made by Sublimit. Within the foregoing limits, each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time borrow, prepay pursuant to Section 2.12 or Article 72.10 and reborrow hereunder prior to the Commitment Termination Date for such Borrower.

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally to (a) make Advances to any Borrower and not jointly, (b) to make Revolving Credit Loans to participate in Facility LCs issued upon the request of any Borrower, at any time and in each case from time to time on and after during the Closing Date and until period from the earlier of the Maturity Date and the termination of date hereof to the Commitment of Termination Date for such LenderBorrower, in an aggregate principal amount at any time outstanding not to exceed such Lender's ’s Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such Amount as in effect from time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions time; provided that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made Advances by all Lenders plus (B) such Lender to any Borrower shall not exceed such Lender’s Pro Rata Share of the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Advances to such Borrower; (ii) such Lender’s participation in Facility LCs issued for the Total Commitment account of any Borrower shall not exceed such Lender’s Pro Rata Share of all LC Obligations of such Borrower; (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 Genco Sublimit; and (bvi) at all times the outstanding aggregate principal amount LC Obligations of all Revolving Borrowers collectively shall not at any time exceed the Letter of Credit Loans made by Sublimit. Within the foregoing limits, each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time borrow, prepay pursuant to Section 2.12 or Article 72.10 and reborrow hereunder prior to the Commitment Termination Date for such Borrower.

Commitments. (a) Subject Each Bank severally agrees, subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointlyforth in this Agreement, to make Revolving Credit Committed Loans to the Borrower, at any time and Borrower from time to time on and after in amounts not to exceed in the Closing Date and until aggregate amount at any one time outstanding, the earlier lesser of (i) such Bank's Commitment Percentage of the Maturity Date Borrowing Base in effect at such time reduced by the amount of such Bank's Letter of Credit Exposure, or (ii) 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 2.2.1 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 termination other terms and provisions of the Commitment of such Lender, this Agreement. Each Committed Borrowing shall be in an aggregate principal amount at of $1,000,000 or any time outstanding not larger integral multiple of $100,000 (except that any Base Rate Committed Borrowing may be in an amount equal to exceed such Lenderthe Availability). Borrower's Commitment minus right to request Competitive Bid Loans and the sum right of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the each Bank to make Competitive Bid Loans outstanding at such time hereunder shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, subject to the conditions restriction that no Bank shall be permitted to make Competitive Bid Loans with an Interest Period expiring on or after the thirtieth (a30th) at no time shall (i) day prior to the sum Termination Date. Subject to the foregoing limitations and the other provisions of (A) the outstanding aggregate principal amount of all Revolving Credit this Agreement, Borrower may obtain Borrowings under this Section 2.1(a), and repay Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower request new Borrowings under this Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 72.1(a).

Commitments. (a) Subject Upon and subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, (i) each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and hereby agrees from time to time on and after any Business Day during the Closing Date and until Availability Period to Issue Syndicated Letters of Credit for the earlier account of the Maturity Date and the termination of the Commitment of such Lenderany Account Party, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, subject to the terms and conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Article III; (ii) each Fronting Bank, upon the Total Commitment and (b) at all times the outstanding aggregate principal amount request of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced any Account Party, hereby agrees from time to time pursuant on any Business Day during the Availability Period to Issue Participated Letters of Credit for the account of any Account Party and each Lender hereby agrees to purchase participations in the obligations of such Fronting Bank under such Participated Letters of Credit, subject to the terms and conditions of Article III; (iii) Xxxxx Fargo, in its capacity as a Fronting Bank, hereby agrees from time to time on any Business Day during the Availability Period to Issue the Ratable Share of ING of any Syndicated Letter of Credit (and ING hereby agrees to purchase participations in the obligations of Xxxxx Fargo in such capacity in the amount of its Ratable Share of such Letter of Credit); and (iv) each Lender hereby agrees to make loans (each, a “Loan”, and collectively, the “Loans”) to one or more of the Borrowers from time to time on any Business Day during the period from and including the Restatement Effective Date to but not including the Commitment Termination Date; provided that (A) no Lender shall be obligated to make or participate in any Credit Extension if, immediately after giving effect thereto, (v) the Credit Exposure of any Lender would exceed its Commitment at such time, (w) the Aggregate Credit Exposure would exceed the Total Commitments at such time, (x) the Aggregate Credit Exposure attributable to the Credit Party requesting the Credit Extension exceeds the Borrowing Base of such Credit Party at such time, (y) with respect to the Issuance of Letters of Credit, the applicable conditions in Section 3.4 are not met or (z) in the case of any Loans, the aggregate outstanding principal amount of the Loans would exceed the Revolving Loan Sublimit; and (B) no Fronting Bank shall be obligated to Issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless such Fronting Bank has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to such Fronting Bank (in its sole discretion) with the applicable Account Party or such Defaulting Lender to eliminate such Fronting Bank’s Fronting Exposure (after giving effect to Section 2.12 2.20(a)(iv)) with respect to such Defaulting Lender. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Loans, and the Account Parties may obtain Letters of Credit on a revolving basis to replace Letters of Credit that have expired or Article 7that have been drawn upon and reimbursed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, (a) each Dollar Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and Borrower in Dollars from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed such Lender's Commitment minus result in the sum of such Lender's pro rata share of Dollar Equivalent (determined on the then current L/C Exposure plus the amount date by which the Competitive Loans outstanding at such time shall a Borrowing Request in respect thereof is required to be deemed to have used such Lender's Commitment delivered pursuant to Section 2.18 subject2.03) of (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, howeveror (ii) the Dollar Equivalent (determined on the date by which a Borrowing Request in respect thereof is required to be delivered pursuant to Section 2.03) of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments, and (b) each Multicurrency Lender agrees to make Revolving Loans to the conditions Borrower in the Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that (a) at no time shall will not result in (i) the sum Dollar Equivalent (determined on the date by which a Borrowing Request in respect thereof is required to be delivered pursuant to Section 2.03) of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (Aii) the outstanding Dollar Equivalent (determined as of the date by which a Borrowing request in respect thereof is required to be delivered pursuant to Section 2.03) of the total Revolving Credit Exposures plus the aggregate principal amount of all the outstanding Competitive Loans exceeding the total Commitments, or (iii) the total Revolving Credit Loans made by all Lenders plus (B) Exposures in Euros exceeding the then current L/C Exposure plus (C) Euro Sublimit. Within the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) foregoing limits and subject to the Total Commitment terms and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by conditions set forth herein, the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.borrow, prepay and reborrow Revolving Loans

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after during the Closing Date and until Revolving Commitment Period, each Revolving Lender severally agrees to make to the earlier of the Maturity Date and the termination of the Commitment of such Lender, Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not result at any the time outstanding not to exceed of such Lender's Commitment minus Borrowing in the sum amount of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive ’s Outstanding Revolving Credit exceeding such Lender’s Revolving Commitment; provided that no Revolving Loans outstanding at such time and Swing Line Loans shall be deemed permitted to have used such Lender's Commitment pursuant be borrowed on the Closing Date other than up to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding $50.0 million aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents to fund ordinary course working capital needs of the Total Borrower and its Restricted Subsidiaries. During the Revolving Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by Period the Borrower under Section 2.5may 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 Commitments of the Lenders Revolving Loans may be terminated or reduced from time to time pursuant be Eurodollar Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to Section 2.12 or Article 7the 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 any other Revolving Lender’s failure to make Revolving Loans as required.

Commitments. In connection with the Transactions, each of MSSF, WFIH and RBS is pleased to advise you of its several but not joint commitment to provide (ai) Subject in the case of MSSF, 60% of entire aggregate principal amount of the Bridge Facility, (ii) in the case of WFIH, 25% of entire aggregate principal amount of the Bridge Facility and (iii) in the case of RBS, 15% of entire aggregate principal amount of the Bridge Facility, in each case, subject to and on the terms and conditions hereof set forth herein and relying upon in the representations Bridge Term Sheet and warranties herein set forththe additional conditions attached as Exhibit B (the “Conditions Term Sheet;” and together with the Bridge Term Sheet, the “Term Sheets” and together with this agreement and the Fee Letter (as defined below), the “Commitment Letter”). It is agreed that each of MSSF, WFS and RBSSI shall act as a joint lead arranger and joint book-runner for the Bridge Facility (in such capacity, the “Lead Arrangers”). It is further agreed that MSSF will act as syndication agent for the Bridge Facility and as administrative agent for the Bridge Facility (in such capacity, the “Administrative Agent”). It is further agreed that no additional advisors, agents, co-agents, arrangers or bookmanagers will be appointed and no Lender agrees, severally and not jointly, to make Revolving Credit Loans (as defined below) will receive compensation with respect to the BorrowerBridge Facility outside the terms contained in this Commitment Letter and the fee letter (the “Fee Letter”) executed simultaneously herewith in order to obtain its commitment to participate in the Bridge Facility, at in each case unless you and we so agree. Notwithstanding the foregoing, it is agreed that MSSF will have “left” placement in any time and from time to time on all marketing materials or other documentation used in connection with the Bridge Facility and after will have the Closing Date leading roles and until responsibilities conventionally associated with such “left” placement. You agree that the earlier closing date of the Maturity Date Transactions including the concurrent closing of the Bridge Facility and, if applicable, the issuance of the Notes (the “Closing Date”) shall be a date mutually agreed upon between you and us, but in any event shall not occur until all of the termination terms and conditions in this Commitment Letter have been satisfied. The terms of this commitment are not limited to those set forth in this Section 1 of this Commitment Letter. Those matters that are not covered or made clear in this Commitment Letter are subject to mutual agreement of the parties. Notwithstanding anything to the contrary set forth in this Commitment Letter, the commitment and other obligations of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not Parties hereunder are subject solely to exceed such Lender's Commitment minus the sum of such Lender's pro rata share satisfaction of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, following conditions in a manner acceptable to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.Parties:

Commitments. In connection with the foregoing, (a) Subject Barclays is pleased to advise you of its several, but not joint, commitment to provide 35% of the principal amount of each of the Facilities, (b) RBC is pleased to advise you of its several, but not joint, commitment to provide 30% of the principal amount of each of the Facilities, (c) Jefferies is pleased to advise you of its several, but not joint, commitment to provide 25% of the principal amount of each of the Facilities and (d) Macquarie Lender 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, upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans subject solely to the Borrowerconditions set forth in Section 6 of this Commitment Letter, in the paragraph titled “Conditions Precedent to Closing” in the Senior Facility Term Sheet, in the paragraph titled “Conditions Precedent to Initial Borrowing” in the Senior Secured Bridge Facility Term Sheet and in Exhibit D hereto. You shall have the right, at any time and from time to time on and until 10 business days after the Closing Date date this Commitment Letter and until the earlier 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 “Initial Lenders”) to assume the rights and obligations of the Maturity Date Banks hereunder in respect of up to 10% of the commitments under the Facilities (allocated ratably among the Facilities); provided that (x) the Additional Initial Lenders and the termination assignment and assumption documentation shall be reasonably acceptable to the Banks and (y) no Additional Initial Lender shall receive greater compensatory economics than the economics allocated to an Initial Lender hereunder. Each Bank’s commitments (and any commitment held by any and all lenders to which any Bank assigns a portion of its commitments in accordance with the Commitment terms hereof prior to the execution of such Lender, in an documentation other than to Additional Initial Lenders) shall be reduced pro rata by the aggregate principal amount at any time outstanding not to exceed of commitments held by the Additional Initial Lenders upon the execution by such Lender's Commitment minus the sum Additional Initial Lenders of such documentation and each such Additional Initial Lender's ’s several commitment shall be allocated pro rata share of among the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Facilities.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, (a) each Revolving Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and Borrowers from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender's Commitment minus the sum of ’s Revolving Exposure exceeding such Lender's pro rata share ’s Revolving Commitment or (ii) the Aggregate Revolving Exposure exceeding the lesser of the then current L/C Exposure plus aggregate Revolving Commitments and the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04; (b) each Term A Lender agrees to make a Term A Loan to the Borrowers, on the Effective Date, in an amount equal to such Lender’s Term A Loan Commitment by which making immediately available funds available to the Competitive Loans outstanding at Administrative Agent’s designated account, not later than 11:00 a.m., Denver, Colorado time; (c) each Term B-1 Lender agrees to make a Term B-1 Loan to the Borrowers, on the Effective Date, in an amount equal to such time Lender’s Term B-1 Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than 11:00 a.m., Denver, Colorado time; and (d) each Term B-2 Lender agrees to make a Term B-2 Loan to the Borrowers, on the Effective Date, in an amount equal to such Lender’s Term B-2 Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than 11:00 a.m., Denver, Colorado time; provided that, on the Effective Date, (x) each Existing Lender shall be deemed to have used such Lender's Commitment pursuant to funded, in accordance with the requirements of Section 2.18 subject2.07(a), howeverits respective Revolving Loans and Term Loans, as applicable, to the conditions extent of its Existing Loans and shall not be required to wire transfer funds in such amounts as provided in such Section; (y) each Existing Lender shall fund, in accordance with the requirements of Section 2.07(a), the applicable Loans pursuant to the terms of this Agreement to the extent that such Existing Lender’s Commitments exceed its Existing Loans; and (az) at no time the Borrowers shall pay to each Existing Lender (i) an amount equal to the sum excess, if any, of (A) the outstanding aggregate principal amount of all Revolving Credit such Existing Lender’s Existing Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed over such Existing Lender’s Commitment and (ii) any other amounts with respect to the Total Commitment Existing Loans (including, without limitation, accrued and (bunpaid interest and break funding payments) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each that would be payable to such Existing Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5Prior Credit Agreements if all of such Existing Lender’s Existing Loans were being repaid in full in cash on the Effective Date. The Commitments Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of the Lenders Term Loans may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, to make Revolving Credit Loans a portion of the Incremental Loan to the Borrower, at any time and from time Borrower in a single drawing on the Effective Date in an amount equal to time on and after the Closing Date and until the earlier such Lender’s Commitment. The terms of the Maturity Date and Incremental Loan shall be identical to the termination terms of the Commitment Loans made on the “Effective Date” under (and as defined in) the Existing Term Loan Agreement and outstanding immediately prior to the effectiveness of this Agreement (such LenderLoans, being referred to herein as the “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 an the aggregate principal amount at of the Existing Loans incurred. Without limiting the foregoing, the Incremental Loan made hereunder shall mature on the Maturity Date, shall participate in any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's mandatory or voluntary prepayments on a pro rata share 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 then current L/C Exposure plus Incremental Loan on the amount by which Effective Date. For the Competitive Loans outstanding at such time shall be deemed avoidance of doubt, the failure of any Lender to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that make its Commitment represents portion of the Total Commitment times (ii) Incremental Loan shall not relieve any other Lender of its obligations hereunder, provided that the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender’s failure to make its portion of the Incremental Loan. Amounts repaid or prepaid in respect of the Loans may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject to the terms and conditions hereof set forth herein and relying upon in the representations and warranties herein set forthDIP Orders, (a) each Revolver A Lender agrees, 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 Revolving Credit Revolver A Loans to the Borrower, at any time and Borrower from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender's ’s Revolver A Credit Exposure exceeding such Lender’s Revolver A Commitment minus (which in the sum case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender's pro rata share ’s Revolving A Commitment referred to in the preceding clause (x)) or (ii) the Aggregate Credit Exposure exceeding the Commitment (which in 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 then current L/C Exposure plus Final DIP Order, $55,400,000 and (b) each Revolver B Lender severally (and not jointly) agrees (x) in the amount by which the Competitive Loans outstanding at case of each Lender identified on Schedule 2.01(B) that such time Lender (A) shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, made a Revolver B Loan to the conditions 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 that (a) at no time shall will not result in (i) such Lender’s Revolver B Credit Exposure exceeding such Lender’s Revolver B Commitment (which in the sum case of any Lender referred to in the preceding clause (A) x), shall include the outstanding aggregate principal amount of all such Lender’s Revolving Credit Loans made by all Lenders plus B Commitment referred to in the preceding clause (Bx)) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed or (ii) the Total Aggregate Credit Exposure exceeding the Commitment (which in the case of any Lender referred to in the preceding clause (x), shall include the amount of such Lender’s Revolving B Commitment referred to in the preceding clause (x)). Within the foregoing limits and (b) at all times subject to the outstanding terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow the Loans. On the Effective Date, Revolver A Loans shall be made in an aggregate principal amount of all Revolving Credit not to exceed $31,406,029.50 and Revolver B Loans shall be made by each Lender shall equal the product of (iincluding such Revolver B Loans deemed made pursuant to this Section) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding in an aggregate principal amount of all Revolving Credit Loans made pursuant equal to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7$125,000,000.

Commitments. Prior to the Effective Date, certain loans were made to the Borrowers under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (a) such outstanding loans being hereinafter referred to as the “Existing Loans”). Subject to the terms and conditions hereof set forth in this Agreement, the Borrowers and relying upon each of the representations Lenders agree that on the Effective Date but subject to the reallocation and warranties herein 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 forthforth herein, (a) each Revolving Lender agrees, (severally and not jointly, ) agrees to make Revolving Credit Loans to the Borrower, at any time and Borrowers in Agreed Currencies from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at that will not result (after giving effect to any time application of proceeds of such Borrowing to any Swingline Loans outstanding not pursuant to exceed such Lender's Commitment minus Section 2.10(a)) in (i) subject to Sections 2.04 and 2.11(b), the sum Dollar Amount of such Lender's pro rata share of the then current L/C ’s Revolving Credit Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used exceeding such Lender's Commitment pursuant to Section 2.18 subject’s Revolving Commitment, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the Total Commitment 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) at all times each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the outstanding aggregate principal Borrowers denominated in Dollars on the Effective Date, in an amount of all Revolving Credit Loans made equal to such Lender’s Term Loan Commitment by each Lender shall equal making immediately available funds available to the product of (i) Administrative Agent’s designated account, not later than the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given time specified by the Borrower under Administrative Agent. It is hereby understood and agreed by all parties hereto that the loans referred to in the immediately foregoing sentence of this Section 2.5shall constitute and be deemed to be “Term Loans” for all purposes of this Credit Agreement. The Commitments Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of the Lenders Term Loans may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon of the representations and warranties herein set forthLoan Agreement, the Lenders hereby establish a credit facility in favor of the Borrower (the “Credit Facility”) under which each Lender agrees, hereby severally and not jointly, agrees to make Revolving Credit Loans extend credit to the Borrower, at any time and from time to time on and after at any time prior to the Closing Expiry Date (the “Term”), by way of cash advances and until the earlier 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 Percentage of the Maturity Date and total extension of credit on any occasion; provided, however, that (1) the termination of the Commitment of such Lender, in an aggregate principal amount at any one time outstanding of all Revolving Loans, Swingline Loans and amounts available to be drawn under Letters of Credit shall not to exceed such Lender's Commitment minus $30,000,000 (“the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time Aggregate Loan Commitment”), (2) no Lender shall be deemed obligated to have used such Lender's Commitment pursuant to Section 2.18 subject, however, extend credit to the conditions that (a) at no time Borrower under the Credit Facility which shall (i) exceed, in the sum of (A) the outstanding aggregate principal amount at any one time outstanding, such Lender’s Individual Loan Commitment, (3) each extension of all Revolving credit under the Credit Loans Facility shall be made by all the several Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate ratably, in a principal amount equal to such Lender’s Individual Loan Commitment Percentage of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal total amount of all Revolving Credit Loans made by each credit to be extended on any occasion, (4) no Lender shall equal have any obligation or liability to the product of (i) the percentage that its Commitment represents Borrower or any other Person as a result of the Total Commitment times (ii) the outstanding aggregate principal amount failure of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments another of the Lenders to observe any of its obligations under the Loan Agreement, and (5) no Lender (in its capacity as such) shall have any obligation or liability to the 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 be terminated obtain credit, repay without penalty or reduced from time premium and obtain further credit under the Credit Facility, either the full amount of the Aggregate Loan Commitment or any lesser sum, subject to time pursuant to the limitations set forth in Section 2.12 or Article 71.1(b).

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, : - 9 - (i) each Lender agrees, severally and not jointly, to make Revolving Credit Loans with an Initial Loan Commitment made an Initial Loan to the Borrower, at any time and from time to time U.S. Borrowers on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such LenderEffective Date, in an aggregate principal amount at any time outstanding equal to such Lender’s Initial Loan Commitment; and (ii) each Lender with an Additional Loan Commitment severally agrees to make its Pro Rata Share of the Additional Loan to the BVI Borrower on the First Amendment Effective Date, in an aggregate principal amount not to exceed such Lender's Commitment minus the sum amount of such Lender's pro rata share ’s Additional Loan Commitment. (b) Notwithstanding the foregoing: (i) the aggregate principal amount of the then current L/C Exposure plus Additional Loans made on the First Amendment Effective Date shall not exceed the Total Additional Loan Commitment; (ii) Any principal amount by of any Loan which is repaid or prepaid may not be reborrowed; (iii) Each of the Competitive Loans outstanding at such time Initial Loan and the Additional Loan shall be considered part of the Loan for all purposes of this Agreement and the other Loan Documents and upon and following the First Amendment Effective Date, all Loan Documents and any reference to the ‘Loan’ in this Agreement or in any other Loan Document shall be deemed to have used such Lender's Commitment pursuant include the Initial Loan and the Additional Loan; and (iv) Immediately following the funding of the Additional Loan on the First Amendment Effective Date, the aggregate outstanding principal amount of the Loan will be $35,500,000.” (i)Section 2.02(a). The second sentence of Section 2.02(a) is hereby amended and restated to Section 2.18 subject, however, to the conditions that (a) at no time read in its entirety as follows: “Such Notice of Borrowing shall be irrevocable and shall specify (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed proposed Loan, and (ii) the Total Commitment and proposed borrowing date, which, in the case of the Initial Loan, must be the Effective Date and, in the case of the Additional Loan, must be the First Amendment Effective Date.” (j)Section 2.02(b). Clause (b) at all times of Section 2.02 of the outstanding aggregate principal amount Financing Agreement is hereby amended and restated to read in its entirety as follows: “(b) Each Notice of all Revolving Credit Borrowing pursuant to this Section 2.02 shall be irrevocable and the U.S. Borrowers (in the case of the Initial Loan) and the BVI Borrower (in the case of the Additional Loan) shall be bound to make a borrowing in accordance therewith.” - 10 - (k)Section 2.02(c). Section 2.02(c) of the Financing Agreement is hereby amended and restated to read in its entirety as follows: “(c) The Loans under this Agreement shall be made by each Lender shall equal the product Lenders simultaneously and proportionately to their Pro Rata Shares of (i) the percentage that its Commitment represents Total Initial Loan Commitment, in the case of the Initial Loan and (y) the Total Additional Loan Commitment, in the case of the Additional Loan, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment times of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender.” (l)Section 2.03. Clauses (b) and (c) of Section 2.03 of the Financing Agreement are hereby amended and restated to read in their entirety as follows: “(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the U.S. Borrowers, on the one hand, and the BVI Borrower, on the other hand, to such Lender resulting from the Loans made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of the Initial Loan and the Additional Loan made hereunder, (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant any principal or interest due and payable or to a notice given become due and payable from the U.S. Borrowers and the BVI Borrower, respectively, to each Lender hereunder and (iii) the amount of any sum received by the Borrower under Section 2.5. The Commitments Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.” (m)Section 2.03(e). Clause (e) of Section 2.03 of the Financing Agreement is hereby amended and restated to read in its entirety as follows: “(e) Any Lender may request that any Loan made by it be terminated or reduced from time evidenced by a promissory note. In such event, the U.S. Borrowers and/or the BVI Borrower, as applicable, shall execute and deliver to time such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Collateral Agent and reasonably acceptable to the Administrative Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 2.12 12.07) be represented by one or Article 7more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).” - 11 - (n)Section 2.05(a). Section 2.05(a) of the Financing Agreement is hereby amended and restated to read in its entirety as follows: “(a)

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreesBank, severally and not jointly, agrees to make Revolving Credit Committed Loans to the BorrowerCompany, at any time and or from time to time on and or after the Closing Effective Date and until the earlier of the Maturity Date and the termination of or until the Commitment of such LenderBank shall have been terminated in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not to exceed exceeding the amount of such LenderBank's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.15, subject, however, to the conditions that (a) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Committed Loans made by all Lenders Banks plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders Banks exceed (ii) the Total Commitment and (b) at all 22 times the outstanding aggregate principal rincipal amount of all Revolving Credit Committed Loans made by each Lender Bank shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Committed Loans made pursuant to a notice given by the Borrower under Section 2.52.4. The Each Bank's Commitment is set forth opposite its respective name in Schedule 2.1. Such Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 2.10. Within the foregoing limits, the Company may borrow, repay and reborrow hereunder on or Article 7after 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 shall notify such Bank of the aggregate principal amount of Competitive Loans and Committed Loans outstanding at such time. Nothing contained in this Section 2.1 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. Upon the terms and subject to the conditions set forth herein, each Sponsor hereby severally (abut not jointly and severally) Subject commits to provide to you directly or indirectly, in immediately available funds in U.S. dollars, an amount representing that Sponsor’s Pro Rata Percentage (as defined below) of (i) an aggregate amount equal to the 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 (including accrued and unpaid interest owing to holders of the Notes pursuant to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date Indenture and the termination Notes) (the “Equity Commitment”) by no later than two (2) Business Days following receipt of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Escrow Redemption Notice Instruction and (ii) the Total Commitment amounts payable under the Fee Agreement, dated October 4, 2019, among the Escrow Issuers and (b) at all times the outstanding Trustee; provided, that the aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of above clause (i) shall in no event exceed $78,979,687.50. For the percentage that its Commitment represents avoidance of doubt, if all or any portion of the Total Commitment times Equity Commitment, is required to be funded pursuant to the terms of this letter, such 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 (iior any portion thereof) directly to the outstanding aggregate principal 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 all Revolving Credit Loans made pursuant cash in U.S. dollars that constitutes the Escrowed Property in the Escrow Account will be insufficient to a notice given by pay the Borrower under Section 2.5Special 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 Commitments 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 Lenders may be terminated or reduced from time 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 time pursuant use the Equity Commitment (if applicable) to Section 2.12 or Article 7satisfy in full, and at the Special Mandatory Redemption Date, the Special Mandatory Redemption Price for the Notes in accordance with the terms and provisions of the Indenture and the Escrow Agreements.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the BorrowerStandby Loans, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, to each Borrower in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus Commitment, subject, however, to the conditions that (i) at no time shall the sum of such Lender's pro rata share (x) the outstanding aggregate principal amount of all Standby Loans plus (y) the then current L/C Exposure outstanding 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 by which the Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used the Commitment of such Lender pursuant to Section 2.14 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 pursuant to Section 2.18 subject, however, to represents of the conditions that Total Commitment times (a) at no time shall (i) the sum of (AB) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by all Lenders plus to such Borrower and (Bvi) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Standby Loans made by all Lenders exceed (ii) after the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents last day of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders Period may be terminated made only to refund Standby Loans outstanding on such day. Within the foregoing limits, the Borrowers may borrow, pay or reduced from time prepay and, subject to time pursuant the limitations set forth in Section 2.11(a), reborrow Standby Loans hereunder, on and after the Effective Date and prior to Section 2.12 or Article 7the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan to each of the Parent Borrower and the Subsidiary Borrower (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) on the Closing Date; provided that the 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 $830,000,000. Such Initial Term Loans (i) may at the option of the Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitment. The Initial Term Loan shall be available in Dollars and on the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. Subject to and upon the terms and conditions set forth herein, each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Available Currencies to the BorrowerBorrowers from its applicable lending office (each, a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided that any of the foregoing such Revolving Credit Loans (i) shall be made at any time and from time to time on and after the Closing Date and until prior to the earlier Revolving Credit Maturity Date, (ii) may, at the option of the Maturity Date Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans (solely in the termination case of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus denominated in Dollars), Eurocurrency Loans (Bother than in the case of Revolving Credit Loans denominated in Dollars or Pounds Sterling) or RFR Loans (solely in the then current L/C Exposure plus (Ccase of Revolving Credit Loans denominated in Pounds Sterling) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of 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, (iii) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (iv) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate Dollar Equivalent amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Subject to the terms of this Agreement and the applicable Ancillary Documents, a Revolving Credit Lender (or an Affiliate thereof that qualifies as an Eligible Assignee) may make all or part of its Available Commitments available to any Borrower under the Revolving Credit Facility as an Ancillary Facility. Subject to and upon the terms set forth in Amendment No. 3, (x) each Lender having an Amendment No. 3 Term Loan Commitment severally agrees to make Amendment No. 3 Term Loans to the Borrowers on the Amendment No. 3 Effective Date in an aggregate principal amount equal the product of to such Amendment No. 3 Term Loan Lender’s Amendment No. 3 Term Loan Commitment, and (y) each Cashless Settlement Term Lender has agreed to continue and/or convert its Existing Term Loans in an aggregate principal amount equal to such Lender’s Cashless Settlement Allocated Amount. Such Amendment No. 3 Term Loans (i) may at the percentage that its Commitment represents option of the Total Commitment times Parent Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Amendment No. 3 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 and (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(c)) in accordance with the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5provisions hereof, but once repaid or prepaid, may not be reborrowed. The Commitments of Amendment No. 3 Term Loans shall be available in Dollars and on the Lenders may Initial Term Loan Maturity Date, all then unpaid Amendment No. 3 Term Loans shall be terminated or reduced from time to time pursuant to Section 2.12 or Article 7repaid in full in Dollars.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standby Loans (including Eurocurrency Loans) to the Borrower, at any time and from time to time on and after the Closing Date date hereof and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender's Revolving Credit Exposure exceeding such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.16, subject, however, to the conditions that (a) at no time shall (i) any Loan be made if, immediately after giving effect thereto and to the sum application of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) proceeds thereof, the then current Aggregate Principal Amount Outstanding would exceed the Total Commitment minus the L/C Exposure plus Exposure, (Cb) at no time shall any Loan be made if, immediately after giving effect thereto and to the outstanding application of the proceeds thereof, the aggregate principal amount Equivalent Dollar Amount of all Competitive outstanding Eurocurrency Loans made by all Lenders would exceed (ii) the Total Commitment Eurocurrency Sublimit and (bc) at all times the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by each Lender shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made pursuant to a notice given by the Borrower under Section 2.52.04. The Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 2.11. Within the foregoing limits, the Borrower may borrow, pay or Article 7prepay and reborrow hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (a)(i) to make 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) to make Incremental Term Loans in an aggregate principal amount for all such Incremental Term Loans not to exceed its Incremental Term Loan Commitment and (c) to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender's Commitment minus the sum of ’s Revolving Credit Exposure exceeding such Lender's pro rata share ’s Revolving Credit Commitment. Within the limits set forth in clause (c) of the then current L/C Exposure plus preceding sentence and subject to the amount by which terms, conditions and limitations set forth herein, the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant Borrower may borrow, pay or prepay, without premium or penalty (subject to Section 2.18 subject2.16), however, to the conditions that (a) at no time shall (i) the sum and reborrow Revolving Loans. Amounts paid or prepaid in respect of (A) the outstanding aggregate principal amount of all Revolving Credit Term Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, with an Initial Term Loan Commitment severally and not jointly, agrees to make Revolving Credit Loans a term loan or term loans (each an "Initial Term Loan" and, collectively, the "Initial Term Loans") to the Borrower, which Initial Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at any time and from time to time on and after the Closing Date and until the earlier option of the Maturity Date Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Initial Term Loans comprising the termination same Borrowing shall at all times be of the same Type, and (B) 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 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 by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such LenderLender on the Initial Borrowing Date. Once repaid, in an aggregate principal amount at any time outstanding Initial Term Loans incurred hereunder may not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. Revolving Term Credit Loan Total Commitment Commitment Commitments Texas Commerce Bank National Association $5,500,000 $5,500,000 $11,000,000 EXHIBIT A FORM OF REVOLVING CREDIT NOTE $__________ ___________, 1995 BURLINGTON RESINS, INC., a Delaware corporation (a) Subject the "Company"), for value received, promises and agrees to pay to ______________________ (the terms and conditions hereof and relying upon the representations and warranties herein set forth"Lender"), each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borroweror order, at any time and from time to time on and after the Closing Date and until Payment Office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the earlier of "Agent"), at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of ___________________________________ DOLLARS ($___________________), or such Lender's pro rata share of lesser amount as shall equal the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate unpaid principal amount of all the Revolving Credit Loans made by all Lenders plus (B) Lender hereunder to the then current L/C Exposure plus (C) Company under the outstanding aggregate Credit Agreement, as hereafter defined, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement referred to below, and to pay interest on the unpaid principal amount of all Competitive Loans made by all Lenders exceed (ii) as provided in the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Credit Agreement for such Revolving Credit Loans made by the Lender to the Company under the Credit Agreement, at such office, in like money and funds, for the period commencing on the date of each such Revolving Credit Loan until such Revolving Credit Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. In addition to and cumulative of any payments required to be made against this note pursuant to the Credit Agreement, this note, including all principal and accrued interest then unpaid, shall be due and payable on the Final Maturity Date. All payments shall be applied first to accrued interest and the balance to principal, except as otherwise expressly provided in the Credit Agreement. Prepayments on this note shall be applied in the manner set forth in the Credit Agreement. This note is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of the 18th day of August, 1995, by and among the Company and Texas Commerce Bank National Association, individually, as Issuing Bank and as Agent, and financial institutions parties thereto (including the Lender) (such Credit Agreement, together with all amendments or supplements thereto, being the "Credit Agreement"). This note evidences the Revolving Credit Loans made by the Lender thereunder and shall equal be governed by the product Credit Agreement. Capitalized terms used but not defined in this note and which are defined in the Credit Agreement shall have the meanings herein as are assigned in the Credit Agreement. The Lender is hereby authorized by the Company to endorse on Schedule A (or a continuation thereof) attached to this note, the amount and date of each payment or prepayment of principal of each Revolving Credit Loan received by the Lender, and interest rates applicable to each Revolving Credit Loan, provided that any failure by the Lender to make any such endorsement shall not affect the obligations of the Company under the Credit Agreement or under this note in respect of such Revolving Credit Loans. Except only for any notices which are specifically required by the Credit Agreement or the other Financing Documents, the Company and any and all co-makers, endorsers, guarantors and sureties severally waive notice (including but not limited to notice of intent to accelerate and notice of acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting and the filing of suit for the purpose of fixing liability, and consent that the time of payment hereof may be extended and re-extended from time to time without notice to any of them. Each such person agrees that his, her or its liability on or with respect to this note shall not be affected by any release of or change in any guaranty or security at any time existing or by any failure to perfect or maintain perfection of any lien against or security interest in any such security or the partial or complete enforceability of any guaranty or other surety obligation, in each case in whole or in part, with or without notice and before or after maturity. The Credit Agreement provides for the acceleration of the maturity of this note upon the occurrence of certain events and for prepayment of Revolving Credit Loans upon the terms and conditions specified therein. Reference is made to the Credit Agreement for all other pertinent purposes. This note is issued pursuant to and is entitled to the benefits of the Credit Agreement and is secured by the Security Instruments. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW JERSEY AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. BURLINGTON RESINS, INC. By:______________________________ Name: Title: SCHEDULE A This Note evidences Revolving Credit Loans made by the Lender under the within-described Credit Agreement to the Company, in the principal amounts set forth below, which Revolving Credit Loans are at the Interest Rate and were made on the dates set forth below, subject to the payments of principal set forth below: Principal Amount of Date of Amount Balance Date Revolving Interest Maturity Payment or Paid or Out- Made Credit Loan Rate Date Prepayment Prepaid Standing ---- ----------- -------- -------- ---------- ------- -------- EXHIBIT B FORM OF TERM NOTE $__________ ______________, 1994 BURLINGTON RESINS, INC., a Delaware corporation (the "Company"), for value received, promises and agrees to pay to _______________________ (the "Lender"), or order, at the Payment Office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, the principal sum of ___________________________________ DOLLARS ($___________________), in lawful money of the United States of America and in immediately available funds, in installments on the dates and in the principal amounts provided in the Credit Agreement referred to below, and to pay interest on the unpaid principal amount of the Term Loans made by the Lender to the Company under the Credit Agreement, at such office, in like money and funds, for the period commencing on the date of each such Term Loan until such Term Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. In addition to and cumulative of any payment required to be made against this note pursuant to the Credit Agreement, this note, including all principal and accrued interest then unpaid, shall be due and payable on the Final Maturity Date. All payments shall be applied first to accrued interest and the balance to principal, except as otherwise expressly provided in the Credit Agreement. Prepayments on this note shall be applied in the manner set forth in the Credit Agreement. This note is one of the Term Notes referred to in the Credit Agreement dated as of the 18th day of August, 1995, by and among the Company and Texas Commerce Bank, individually, as Issuing Bank, and as Agent, and the financial institutions parties thereto (including the Lender) (such Credit Agreement, together with all amendments or supplements thereto, being the "Credit Agreement"). This note evidences the Term Loans made by the Lender thereunder and shall be governed by the Credit Agreement. Capitalized terms used but not defined in this note and which are defined in the Credit Agreement shall have the meanings herein as are assigned in the Credit Agreement. The Lender is hereby authorized by the Company to endorse on Schedule A (or a continuation thereof) attached to this note, the amount and date of each payment or prepayment of principal of each Term Loan received by the Lender and the interest rates applicable to each Term Loan, provided that any failure by the Lender to make any such endorsement shall not affect the obligations of the Company under the Credit Agreement or under this note in respect of such Term Loans. Except only for any notices which are specifically required by the Credit Agreement or the other Financing Documents, the Company and any and all co-makers, endorsers, guarantors and sureties severally waive notice (including but not limited to notice of intent to accelerate and notice of acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting and the filing of suit for the purpose of fixing liability, and consent that the time of payment hereof may be extended and re-extended from time to time without notice to any of them. Each such person agrees that his, her or its liability on or with respect to this note shall not be affected by any release of or change in any guaranty or security at any time existing or by any failure to perfect or maintain perfection of any lien against or security interest in any such security or the partial or complete enforceability of any guaranty or other surety obligation, in each case in whole or in part, with or without notice and before or after maturity. The Credit Agreement provides for the acceleration of the maturity of this note upon the occurrence of certain events and for prepayment of Term Loans upon the terms and conditions specified therein. Reference is made to the Credit Agreement for all other pertinent purposes. This note is issued pursuant to and is entitled to the benefits of the Credit Agreement and is secured by the Security Instruments. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW JERSEY AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. BURLINGTON RESINS, INC. By:______________________________ Name: Title: SCHEDULE A This Note evidences Term Loans made by the Lender under the within-described Credit Agreement to the Company, in the principal amounts set forth below, which Term Loans are at the Interest Rate and were made on the dates set forth below, subject to the payments of principal set forth below: Principal Amount of Date of Amount Balance Date Term Interest Maturity Payment or Paid or Out- Made Loan Rate Date Prepayment Prepaid Standing ---- ----------- -------- -------- ---------- ------- -------- EXHIBIT C-1 FORM OF BORROWING REQUEST FOR REVOLVING CREDIT LOANS ____________, 19__ BURLINGTON RESINS, INC., a Delaware corporation (the "Company"), hereby requests a Borrowing on the date and in the amount as follows: $_______________ under the Revolving Credit Notes Requested funding date: ________________ pursuant to the Credit Agreement dated as of August 18, 1995 (as the same may be amended or supplemented, the "Credit Agreement") among the Company, Texas Commerce Bank National Association, individually, as Issuing Bank, and as Agent, and the financial institutions now or hereafter parties thereto. The undersigned certifies that he is the ______________ of the Company, and that as such he is authorized to execute this certificate on behalf of the Company. The undersigned further certifies, represents and warrants on behalf of the Company that (i) the percentage that its Commitment represents Company is entitled to receive the requested Revolving Credit Loan or the issuance of the Total Commitment times requested Letter of Credit under the terms and conditions of the Credit Agreement, (ii) the outstanding calculation made on the date hereof and set forth below is accurate and complete, and (iii) after giving effect to any requested Revolving Credit Loan or the issuance of any requested Letter of Credit, the aggregate principal amount of all outstanding Revolving Credit Loans made pursuant to a notice given by and the Borrower under Section 2.5. The Commitments outstanding Letter of Credit Liabilities (computed on line (1) below) will not exceed the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Maximum Available Amount (computed on line (3) below).

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standby Loans to the Borrower, at any time and from time to time on and after the Closing Effective Date and until the earlier to occur of the Revolving Period Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject2.16, subject however, to the conditions that (a) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment Commitment, and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by each Lender shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made pursuant to a notice given by the Borrower under Section 2.52.04. The Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 2.11 and Section 2.13(f). Within the foregoing limits, the Borrower may borrow, pay, or Article 7prepay 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. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender party hereto on the Closing Date agrees, severally and not jointly, to make Revolving Credit Loans a Term Loan in Dollars to the Borrower, at any time and from time to time Borrower on and after the Closing Date and until as set forth herein in the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's its Term Loan Commitment minus on the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and Closing Date. (b) at all times Subject to the outstanding aggregate terms and conditions of the Aleris Increase Joinder Amendment (including the conditions precedent set forth in Section 5 of the Aleris Increase Joinder Amendment) and this Agreement and relying upon the representations and warranties therein and herein set forth, each Aleris Incremental Term Lender agrees, severally and not jointly, to make an Aleris Incremental Term Loan in Dollars to Novelis Acquisitions on the Aleris Incremental Funding Date as set forth herein and in the Aleris Increase Joinder Amendment, in the principal amount of all Revolving Credit Loans made by not to exceed its Aleris Incremental Term Loan Commitment on the Aleris Incremental Funding Date. (c) Subject to the terms and conditions and relying upon the representations and warranties set forth in the any Increase Joinder and in this Agreement, each Additional Lender shall equal signatory to such Increase Joinder agrees, severally and not jointly, to make a Term Loan in Dollars to the product of (i) Co-Borrower specified in such Increase Joinder on the percentage that its Commitment represents of funding date set forth in such Increase Joinder in the Total Commitment times (ii) the outstanding aggregate principal amount not to exceed the Incremental Term Loan Commitment specified in such Increase Joinder. (d) Amounts paid or prepaid in respect of all Revolving Credit Term Loans made pursuant to a notice given by the Borrower under may not be reborrowed. Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.2.02

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standard Loans to the Borrower, at any time and from time to time on and after the Closing Date date hereof and until the earlier of the Maturity Date and or the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C LC Exposure plus and the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.16, subject, however, to the conditions that (a) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Standard Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders plus (z) the aggregate LC Exposure exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Standard Loans made by each Lender shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Standard Loans made pursuant to a notice given by the Borrower under Section 2.52.04. The Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments of the Lenders may be terminated terminated, reduced or reduced extended from time to time pursuant to Section 2.12 2.12. Within the foregoing limits, the Borrower may borrow, pay or Article 7prepay and reborrow hereunder, on and after the Closing Date and prior to the Maturity Date, subject to the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthof this Agreement, each Lender agreesBank, severally and but not jointly, agrees to make loans (collectively the "Revolving Credit Loans Loans" and individually each a "Revolving Loan") to the Borrower, at any time and Company from time to time on and after from the Closing Date and until date hereof to, but not including, the earlier of the Maturity Date and the termination of the Commitment of such LenderTermination Date, in an aggregate principal amount at any time outstanding that will not to exceed result in either or both (i) such LenderBank's Revolving Credit Exposure exceeding such Bank's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that or (a) at no time shall (iii) the sum of the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Revolving Loans. Each Revolving Loan shall be made as part of a borrowing consisting of Revolving Loans made by the Banks on a pro-rata basis according to each Bank's Percentage. The failure of any Bank to make any Revolving Loan required to be made by it shall not relieve any other Bank of its obligationshereunder. (b) The Company may seek one or more financial institutions to make a commitment or commitments of Revolving Loans in the aggregate amount of $20,000,000 (the "Commitment Increase"). For purposes of the foregoing, the Administrative Agent may from time to time (i) admit additional Banks under this Agreement (each an "Additional Bank") or (ii) at the request of any Bank, increase the Commitment of such Bank (each an "Increasing Bank"), provided that (A) any Additional Bank shall be eligible to be a Bank under this Agreement and admission of such Additional Bank as a party to this Agreement shall have been consented to by the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus Administrative Agent and the Company; (B) after giving effect to the then current L/C Exposure plus Commitment Increase the total Commitments shall not exceed $200,000,000; (C) the outstanding aggregate principal amount Commitment percentages and pro rata shares of all Competitive Loans made by all Lenders exceed the Banks shall be adjusted accordingly; (iiD) none of the Total Commitment Banks shall have any obligation to increase its Commitment; and (bE) at all times neither the outstanding aggregate principal amount Administrative Agent, the Company, any Bank or any of all Revolving Credit Loans made by each Lender their respective Affiliates shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant have any obligation to a notice given by the Borrower under Section 2.5find or arrange for any Additional Bank. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.2.2

Commitments. (a) Subject to the terms and conditions hereof and relying set forth herein, upon the representations 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 (which shall be deemed to supersede and warranties herein set forthreplace Schedule 2.01(a) of the Existing Credit Agreement) (each lender listed on Schedule 2.01(a) of Exhibit B hereto, a “Lender”), (ii) each Lender agrees, severally and that is not jointly, to make Revolving a Lender under the Existing Credit Loans Agreement (a “New Lender”) shall become a party to the BorrowerCredit Agreement as a “Lender” thereunder, at any time and from time to time on and after (iii) each Lender under the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Existing Credit Agreement that is not a party hereto (each, an “Exiting Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time ”) shall be deemed to have used assigned the entire amount of its Commitment and Loans (if any) to the other Lenders (including the New Lenders), allocated among the Lenders in such Lender's 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 Amendment No. 2 Effective Date; provided, that, in the event that, following the date hereof but prior to the occurrence of the Amendment No. 2 Effective Date, any Commitments are assigned or changed pursuant to Section 2.18 subjectthe Existing Credit Agreement (other than as set forth above), howeverthen upon the Amendment No. 2 Effective Date, the Administrative Agent shall make such changes to Schedule 2.01(a) of Exhibit B hereto solely to the conditions that (a) at no time shall (i) extent necessary to give effect to any such assignment or change and to the sum other provisions of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under this Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 73(a).

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to provide the Borrower with a Commitment equal to the product of such Lender's Applicable Percentage and $250,000,000, subject to reduction as herein set forth. Pursuant thereto, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and or after the Closing Date date hereof, and until the earlier of the Maturity Date and the termination of the Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) such Lender's Commitment minus Total Exposure exceeding (ii) the sum lesser of (x) such Lender's pro rata share Applicable Percentage of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (by) such Lender's Applicable Percentage of the Borrowing Base in effect at all times such time. Within the outstanding aggregate principal amount 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 all Revolving Credit Loans made by each Lender this Agreement, in no event and at no time shall equal the product sum of (i) the percentage that its Commitment represents aggregate Revolving Credit Exposure (i.e., the aggregate principal amount of the Total Commitment times Loans) and (ii) the outstanding aggregate principal amount L/C Exposure exceed the lesser of all Revolving Credit Loans made pursuant to a notice given by (x) the Borrower under Section 2.5. The Commitments of Borrowing Base (as the Lenders Borrowing Base may be terminated or reduced changed from time to time pursuant to the provisions of this Agreement, including, without limitation, the provisions of Section 2.12 2.09) or Article 7(y) $250,000,000 (reduced from time to time by the amount of any reduction from time to time in the Total Commitment occurring pursuant to the provisions of this Agreement, including, without limitation, the provisions of Section 2.09). 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. (a) Subject to the terms and conditions hereof of this Agreement and relying in reliance upon the representations and warranties of Borrower herein set forth, each Lender agrees, hereby severally and not jointly, agrees to make Revolving Credit Loans lend to the Borrower, at any time and Borrower from time to time on and after during the period from the Closing Date and until to but excluding the earlier Expiry Date its Pro Rata Share of the Maturity aggregate Commitments (as defined below) to be used for the purposes identified in subsection 2.5A. Each Lender's commitment to make Loans to Borrower pursuant to this subsection 2.1A is herein called its "Commitment" and such commitments of all Lenders in the aggregate are herein called the "Commitments". The original amount of each Lender's Commitment is set forth on Schedule 1.1B annexed hereto and the aggregate initial amount of the Commitments is $30,000,000. Each Lender's Commitment shall expire on the Expiry Date and all Loans and all other amounts owed hereunder with respect to the termination Loans shall be paid in full no later than that date; provided that each Lender's Commitment shall expire immediately and without further action on October 31, 1995 if the Final Borrowing Order is not entered on or before that date. The amount of the Commitments shall be reduced by the amount of all reductions thereof made pursuant to subsection 2.4F 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 Commitment then in effect. Subject to subsection 2.6D, all Loans under this Agree- ment 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 of such Lender, any Lender be increased or decreased as a result of the default by any other Lender in an aggregate principal amount at any time outstanding not to exceed such that other Lender's Commitment minus obligation to make Loans hereunder. Notwithstanding the sum foregoing provisions of such Lender's pro rata share this subsection 2.1A and the provisions of subsection 2.1B, the then current L/C Exposure plus extensions of credit under the amount by which the Competitive Loans outstanding at such time Commitments shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, subject to the conditions that (a) at no time shall (i) following limitations in the sum of (A) amounts and during the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.periods indicated:

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, (i) each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans revolving credit loans (together, the “Loans”) to each of the Borrower, at any time and Borrowers from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of during the Commitment of such Lender, Period in an aggregate principal amount at any one time outstanding not which, when added to exceed such Lender's ’s Commitment minus Percentage of the sum of such Lender's pro rata share of the then current outstanding L/C Exposure plus Obligations, then outstanding Agent Advances and the then outstanding Swing Line Loans, does not exceed the lesser of (x) the amount by which the Competitive Loans outstanding at such time shall be deemed to have used of such Lender's ’s Commitment pursuant 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 Section 2.18 subject, however, to recalculation at any time based on the conditions that (aAdministrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed and (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal severally agrees to make revolving credit loans (the product of (i“Revolving Loans”) the percentage that its Commitment represents to each of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced Borrowers from time to time pursuant during the Commitment Period in an aggregate principal amount at any one time outstanding does not exceed the lesser of (x) the amount of such 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 Section 2.12 recalculation at any time based on the Administrative Agent’s determination of Availability Reserves in its Permitted Discretion as set forth in subsection 2.1(c)). During the Commitment Period, each of the Borrowers may use the Commitments by borrowing, prepaying the Revolving Loans in whole or Article 7in part, and reborrowing, all in accordance with the terms and conditions hereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and each Borrower from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at that will not result (after giving effect to any time outstanding not to exceed such Lender's Commitment minus application of the sum proceeds of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment Borrowing pursuant to Section 2.18 subject, however, to the conditions that (a2.10) at no time shall in (i) such Lender’s Applicable Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments, (Aiii) the outstanding 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 Customer Secured Loans, including such Customer Secured Loan, exceeding the aggregate Loan Value of the Customer Pledged Eligible Assets that have been pledged to secure all such Revolving Credit Loans made by all Lenders plus or (Bv) in the then current L/C Exposure plus (C) case of any Firm Secured Loan, the outstanding aggregate unpaid principal amount of all Competitive Firm 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 by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all to JFC shall be Unsecured Loans. Revolving Credit Loans made by each Lender shall equal to EDJ may be Secured Loans or Unsecured Loans, at EDJ’s election in accordance with Section 2.02(b) below, and may be redesignated as a Secured Loan or an Unsecured Loan, as the product of (i) the percentage that its Commitment represents case may be, in accordance with Section 6 of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Security Agreement and Section 2.12 or Article 7hereof. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans.

Commitments. (a) Subject to the terms and conditions hereof of this Agreement and relying in reliance upon the representations and warranties of the Company herein set forth, each Lender hereby severally agrees, severally and not jointlysubject to the limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to make Revolving Credit Loans lend to the Borrower, at any time and Company from time to time on and after during the period from the Restatement Closing Date to but excluding the Maturity Date an aggregate amount not exceeding such Lender's Pro Rata Share of the aggregate amount of the Commitments to be used for the purposes identified in subsection 2.6A. The original amount of each Lender's Commitment (including such Lender's share of the Existing Loans) and until such Lender's Pro Rata Share is set forth opposite its name on Schedule 2.2 annexed hereto and the earlier aggregate original amount of the Commitments (including the Lenders' Commitment to purchase the Existing Loans) is $200,000,000; provided, however, that the Commitments of the 49 61 Lenders shall be adjusted from time to time to give effect to any assignments of the Commitments pursuant to subsection 8.1; 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 2.5B. Each Lender's Commitment shall expire on the Maturity Date and all Loans and all other amounts owed hereunder with respect to the termination 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 Commitment of such Lender, in an aggregate principal amount at any time outstanding Commitments shall not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product least of (i) the percentage that its Commitment represents of the Total Commitment times Borrowing Base, (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made the Commitments then in effect and (iii) the aggregate amount of title insurance pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time Title Policies delivered pursuant to Section 2.12 or Article 7subsections 2.10A(vi) and 3.1F(v) and (xiii).

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally to (a) make Advances to the Borrower and not jointly, to make Revolving Credit Loans to (b) participate in Facility LCs issued upon the request of the Borrower, at any time and in each case from time to time on and after during the Closing Date and until period from the earlier of the Maturity Date and the termination of date hereof to the Commitment of such LenderTermination Date, in an aggregate principal amount at any time outstanding not to exceed such Lender's ’s Commitment minus 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 sum aggregate principal amount of all Advances by such Lender shall not exceed such Lender's pro rata share ’s Pro Rata Share of the then current L/C Exposure plus the aggregate principal amount by which the Competitive Loans of all outstanding at such time shall be deemed to have used Advances; (iv) such Lender's ’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 2.18 subject, however, 2.10 and reborrow hereunder prior to the conditions Commitment Termination Date; provided, further, that for purposes of the foregoing clause (av), at any time there is a Defaulting Lender, the Aggregate Commitment Amount shall be reduced by an amount equal to the remainder of (A) at no time shall such Defaulting Lender’s Commitment Amount minus (iB) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders such Defaulting Lender’s outstanding Advances plus (By) the then current L/C Exposure plus (C) the outstanding aggregate principal Page 217 of 391 amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given cash collateral held by the Borrower under Section 2.5. The Commitments Administrative Agent for the account of the Lenders may be terminated or reduced from time to time such Defaulting Lender pursuant to Section 2.12 or Article 72.16.12.

Commitments. In connection with the Transactions, (ai) Subject to the terms each of Bank of America, MSSF and conditions hereof and relying upon the representations and warranties herein set forthDBNY (each in such capacity, an “Initial ABL Lender” and, together with each Additional Committing Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject2 hereof, howeverthe “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 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 next to its name in the table below of the First Lien Term Facility on the terms set forth in the First Lien Term Loan Term Sheet attached hereto as Exhibit C, in each case subject only to the conditions that set forth on the Conditions Annex. Initial Lender Commitment Percentage Bank of America 43.50 % MSSF 28.25 % DBNY 28.25 % The Facilities will contain the terms set forth on the Term Sheets (a) at no time shall including the ABL Documentation Principles and the First Lien Documentation Principles), and the commitments of each Initial Lender are subject only to the conditions set forth on the Conditions Annex (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5as defined below). The Commitments of commitments with respect to the Lenders may be terminated or reduced from time 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 time pursuant herein as this “Commitment Letter.” This Commitment Letter and the Fee Letter (as defined below in Section 5), together, are referred to Section 2.12 or Article 7herein as the “Commitment Papers.”

Commitments. (a) Subject Class A Commitments: The Class A Aggregate Commitment Credit Suisse AG, Cayman Islands Branch $[***] Silicon Valley Bank $[***] East West Bank $[***] Total: $[***] Class B Commitments: The Class B-I Aggregate Commitment LibreMax Opportunistic Value Master Fund, LP $[***] Total: $[***] The Class B-II Aggregate Commitment LibreMax Opportunistic Value Master Fund, LP $[***] Total: $[***] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. EXHIBIT F FORM OF ASSIGNMENT AGREEMENT This Assignment Agreement (the “Assignment Agreement”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and conditions hereof Conditions set forth in Annex 1 attached hereto are hereby agreed to and relying upon incorporated herein by reference and made a part of this Assignment Agreement as if set forth herein in full. For an agreed consideration, the representations Assignor hereby irrevocably sells and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans assigns to the BorrowerAssignee, at any time and the Assignee hereby irrevocably purchases and assumes from time the Assignor, subject to time on and after in accordance with the Closing Date Standard Terms and until Conditions and the earlier Credit Agreement, as of the Maturity Effective Date and inserted by the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall Administrative Agent as contemplated below (i) all of the sum of (A) Assignor’s rights and obligations in its capacity as a [Class A][Class B] Lender under the outstanding aggregate principal Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all Revolving Credit Loans made by all Lenders plus (B) of such outstanding rights and obligations of the then current L/C Exposure plus (C) Assignor under the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed respective facilities identified below, and (ii) to the Total Commitment extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (bin its capacity as a [Class A][Class B] Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at all times law or in equity related to the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of rights and obligations sold and assigned pursuant to clause (i) above (the percentage that its Commitment represents of rights and obligations sold and assigned by the Total Commitment times Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant “Assigned Interest”). Each such sale and assignment is without recourse to a notice given the Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Assignor.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties ----------- herein set forth, each Lender Bank severally agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Effective Date and until prior to the earlier Maturity Date, to make a revolving loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) except as hereinafter provided, may, at the option of the Maturity Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that (x) all Revolving Loans made as -------- part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type and (y) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred 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 termination sixth Business Day following the Effective Date, the second of which Borrowings may only be made on the last day of the Commitment Interest Period of the first such LenderBorrowing and the third of which Borrowing may only be made on the last day of the Interest Period of the second such Borrowing), (iii) may be repaid and reborrowed in an aggregate principal amount accordance with the provisions hereof and (iv) shall not exceed for any Bank at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the that aggregate principal amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectwhich, however, to the conditions that when combined with (a) at no time shall (iI) the sum of (A) the outstanding aggregate principal amount of all other then outstanding Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment such Bank and (bII) such Bank's Percentage, if any, of the Swingline Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at all times such time, equals the outstanding aggregate principal amount Revolving Loan Commitment, if any, of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7such Bank at such time.

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally to (a) make Advances to any Borrower and not jointly, (b) to make Revolving Credit Loans to participate in Facility LCs issued upon the request of any Borrower, at any time and in each case from time to time on and after during the Closing period from the date hereof to the Termination Date and until the earlier of the Maturity Date and the termination of the Commitment of for such LenderBorrower, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such Amount as in effect from time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions time; provided that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made Advances by all Lenders plus (B) such Lender to any Borrower shall not exceed such Lender's Pro Rata Share of the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Advances to such Borrower; (ii) such Lender's participation in Facility LCs issued for the Total Commitment account of any Borrower shall not exceed such Lender's Pro Rata Share of all LC Obligations of such Borrower; (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 PECO Sublimit; and (bvi) at all times the outstanding aggregate principal amount LC Obligations of all Revolving Credit Loans made by Borrowers collectively shall at any time not exceed $200,000,000. Within the foregoing limits, each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time borrow, prepay pursuant to Section 2.12 or Article 72.10 and reborrow hereunder prior to the Termination Date for such Borrower.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and Borrower from time to time on and after for the Closing Date and until finance of Mortgaged Properties during the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that result in (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving such Lender’s Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and exceeding such Lender’s Commitment, or (b) at all times the outstanding aggregate principal amount sum of all Revolving Lenders’ Credit Loans made by each Lender shall equal Exposures exceeding the product lesser of (i) the percentage that its Commitment represents of the Total Commitment times or (ii) the outstanding aggregate Allocated Loan Amount for all of the Mortgaged Properties; provided however, that no Lender shall be obligated to make a Loan in excess of such Lender’s Applicable Percentage of the difference between (1) the lesser of (A) Total Commitment and (B) the unfunded Commitments, and (2) the Credit Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, a maximum of two (2) Loans shall be advanced during the Availability Period. The Loan is not a revolving loan; principal amounts paid and prepaid may not be reborrowed. Notwithstanding any other provision of this Agreement, the maximum amount of all Revolving Credit Loans made pursuant to a notice given advanced by the Borrower under Section 2.5. The Commitments Lenders hereunder shall not exceed the lesser of (I) fifty five and one tenth percent (55.1%) of the Lenders may aggregate “as stabilized” Appraised Value of the Mortgaged Properties or (II) an amount such that the Debt Service Coverage Ratio (based on the as stabilized Net Operating Income set forth in each Appraisal) would not be terminated or reduced from time less than 1.35 (rounded to time pursuant the nearest 1/100th) to Section 2.12 or Article 71.0, with such limits being tested based on the aggregate result for the Mortgaged Properties upon any advance for the Additional Mortgaged Property.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreesagrees (a)(i) to make 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, severally and not jointly, (b) to make Revolving Credit Loans to the Borrower, at any time and Borrower from time to time on and after during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Revolving Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender's Commitment minus the sum of Revolving Exposure exceeding such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectRevolving Commitment, however, to the conditions provided that (a) at no time shall (i) the aggregate amount of Revolving Loans made on the Effective Date may not exceed $25,000,000, (ii) the aggregate principal amount of Revolving Loans outstanding prior to the Aurora Effective Date may not exceed 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 outstanding aggregate principal amount of all such 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 Loans made incurred on the Aurora Effective Date as contemplated by all Lenders Section 2.20 is less than $25,000,000) plus (B) an amount (not to exceed $15,000,000) equal to the then current L/C Exposure plus amount of working capital purchase price adjustments as set forth in the Aurora Acquisition Agreement (C) it being agreed that any such Revolving Loans are in addition to the outstanding 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)); provided further that any increase in the aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times Additional Aurora Securities above $200,000,000 shall reduce, on a dollar-for-dollar basis, the outstanding aggregate principal amount of all Revolving Credit Loans that may be made by each Lender shall equal on the product of (i) Aurora Effective Date. Within the percentage that its Commitment represents of foregoing limits and subject to the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by terms and conditions set forth herein, the Borrower under Section 2.5may borrow, prepay and reborrow Revolving Loans. The Commitments Amounts repaid in respect of the Lenders Term Loans may not be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject We are pleased to advise you of our commitment to provide to Holdings the entire principal amount of the Unsecured Term Loan Facility, upon the terms and subject to the conditions hereof set forth in this Commitment Letter, the Term Sheet and relying upon the representations Conditions Annex referred to below (the "Commitments"). You agree that the closing and warranties herein initial funding of the Unsecured Term Loan Facility (the "Closing Date") shall not occur until the conditions set forthforth 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, each Lender agrees, severally and not jointlyprior to or after execution of the Loan Documentation (as defined in the Conditions Annex), to make Revolving Credit Loans 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 Borrowerfollowing conditions: (i) there shall not have occurred, at since the date hereof, any time and from time to time event, circumstance or development, that has had a "Company Material Adverse Effect" (as defined in the Merger Agreement) (as in effect on and after the Closing Date and until with such changes as are not prohibited by paragraph 1 of Annex II hereto); and (ii) the earlier other conditions set forth in the Conditions Annex shall have been satisfied or waived by us. Notwithstanding anything in this Commitment Letter, the Term Sheet, the Loan Documentation, or any other letter agreement or other undertaking concerning the financing of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, Transactions to the conditions that (a) at no time shall contrary, (i) the sum only representations relating to the Target, its subsidiaries and their businesses the making of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender which shall equal the product of (i) the percentage that its Commitment represents be a condition to availability of the Total Commitment times (ii) Unsecured Term Loan Facility on the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.Closing

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standby Loans to each of the BorrowerBorrowers and to purchase participations in the reimbursement obligations of each of the Borrowers to the Fronting Bank, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such 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 until the fifth Business Day preceding the Maturity Date in aggregate stated amounts at any time outstanding not to exceed the LC Commitment minus Amount, subject, however, to the conditions that (i) at no time shall the sum of such Lender's pro rata share (x) the outstanding aggregate principal amount of all Standby Loans plus (y) the then current L/C Exposure outstanding 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 by which the Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used the Commitment of such Lender pursuant to Section 2.15 plus (z) such Lender's Percentage of the LC Outstandings exceed the amount of such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that and (av) at no time all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to each Borrower shall (i) equal the sum product of (A) the percentage which such Lender's Commitment represents of the Total Commitment times (B) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by all Lenders plus (B) to such Borrower. Within the then current L/C Exposure plus (C) foregoing limits, the outstanding aggregate principal amount of all Competitive Borrowers may borrow, pay or prepay and, subject to the limitations set forth in Section 2.12(a), reborrow Standby Loans made by all Lenders exceed (ii) hereunder, on and after the Total Commitment Restatement Date and (b) at all times prior to the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal Maturity Date, subject to the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7terms, conditions and limitations set forth herein.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after during the Closing Date and until Revolving Commitment Period, each Revolving Lender severally agrees to make to the earlier of the Maturity Date and the termination of the Commitment of such Lender, Borrower revolving credit loans denominated in Dollars (“Revolving Loans”) in an aggregate principal amount that will not result at any the time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus Borrowing in the amount of such Xxxxxx’s Outstanding Revolving Credit exceeding such Xxxxxx’s Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by which borrowing, prepaying the Competitive Revolving Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may, subject to Section 2.18 subject2.10(f), however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant be Term Benchmark Loans or, in the case of Revolving Loans in Dollars, ABR Loans, as determined by the Borrower and notified to Section 2.12 or Article 7the 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 any other Revolving Lender’s failure to make Revolving Loans as required.

Commitments. (a) Subject Tranche A Commitment. Upon and subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthhereof, (i) each Lender agrees, severally and not jointly, to make Revolving Credit Loans Fronting Bank (subject to the Borrower, definition thereof) hereby agrees to issue Tranche A Fronted Letters of Credit in Dollars or an Alternative Currency at any time the request of and for the account of each Tranche A Designated Subsidiary Borrower from time to time on during the Availability Period, (ii) each Tranche A Lender that is not a Participating Bank hereby agrees to issue Tranche A Several Letters of Credit in Dollars at the request of and after for the Closing Date and until account of each Tranche A Designated Subsidiary Borrower from time to time during the earlier Availability Period in such Lender’s Applicable Percentage of such aggregate stated amounts as such Tranche A Designated Subsidiary Borrower may from time to time request, (iii) each Tranche A Lender hereby agrees to purchase risk participations in the obligations of the Maturity Date issuing Fronting Bank under Tranche A Fronted Letters of Credit in an amount equal of such Tranche A Lender’s Applicable Percentage of such obligations, and (iv) subject to receipt, if applicable, of an agreement referenced in Section 2.03(a)(iii)(E)(2), with respect to Tranche A Several Letters of Credit, the termination applicable Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus each Participating Bank’s Applicable Percentage of the Commitment amount of such Lender, Several Letter of Credit and each Participating Bank hereby agrees to purchase risk participations in the obligations of such Fronting Bank under any such Tranche A Several Letter of Credit in an aggregate principal amount at any time outstanding not equal to exceed such Lender's Commitment minus the sum Participating Bank’s Applicable Percentage of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectobligations; provided, however, that after giving effect to the conditions that (a) at no time shall (i) the sum of any Credit Extension pursuant to this Section 2.01(a), (A) the outstanding aggregate principal amount Outstanding Amount of all Revolving Credit Loans made by all Lenders plus Tranche A L/C Obligations shall not exceed the DB1/ 115371409.4 combined Tranche A Commitments, (B) the then current Outstanding Amount of Tranche A L/C Exposure plus Obligations of any Tranche A Designated Subsidiary Borrower shall not exceed such Tranche A Designated Subsidiary Borrower’s Borrowing Base, (C) the outstanding aggregate principal amount Outstanding Amount of all Competitive Loans made by all Lenders Tranche A L/C Obligations of any Tranche A Lender will not exceed (ii) the Total such Lender’s Tranche A Commitment and (bD) at all times the total outstanding aggregate principal stated amount of all Revolving Fronted Letters of Credit Loans made by each Lender shall equal not exceed the product Fronted Letter of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Sublimit.

Commitments. (a) Subject Each Bank severally agrees, subject to Section 2.1(c) and the other terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointlyforth in this Agreement, to make Revolving Credit Loans lend to the Borrower, at any time and Borrower from time to time on amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank's Commitment reduced by an amount equal to the sum of such Bank's Letter of Credit Exposure. Loans made pursuant to this Section 2.1(a) shall be Committed Loans or, solely at the option of each Bank and after subject to all restrictions and limitations set forth herein, Competitive Bid Loans. Notwithstanding the Closing Date foregoing, Borrower shall not be entitled to obtain Loans from a Bank and until no Bank shall be permitted to make Loans to Borrower in an amount which would cause the earlier sum of (i) all Loans held by such Bank, and (ii) such Bank's Letter of Credit Exposure to exceed such Bank's Commitment Percentage of the Maturity Date and Borrowing Base then in effect (the termination of limitation in this sentence is hereinafter referred to as the Commitment of such Lender, "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 Bank, and (B) 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 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 amount of Committed Loans to be made by each Bank as part of such 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 this 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 outstanding not to exceed such Lender's Commitment minus that the sum of such Lender's pro rata share ratio of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, Outstanding Credit to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the Borrowing Base then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed in effect is greater than .75 to 1, (ii) no Bank shall be permitted to make Competitive Bid Loans after the Total Commitment Conversion Date, and (biii) at all times no Bank shall be permitted to make Competitive Bid Loans with an Interest Period expiring on or after the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal thirtieth (30th) day prior to the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Conversion Date.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, (a) each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans loans (each such loan a “Loan”) to the BorrowerBorrower from time to time, at on any time and Business Day, during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to (1) issue and renew from time to time, on any Business Day, during the Availability Period in such Lender’s Applicable Percentage, Several Letters of Credit at the request of and after for the Closing Date and until the earlier account of the Maturity Date and Borrower or its Subsidiaries (which such Several Letters of Credit will be executed by the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current Several L/C Exposure plus Agent as agent and attorney-in-fact for each such Lender (and if requested by the Borrower or the Several L/C Agent, as contemplated by Section 2.06(b), each Lender), and (2) to honor drawings under the Several Letters of Credit in an amount by which equal to its Applicable Percentage, and (c) if the Competitive Loans outstanding at such Borrower so requests in any applicable Letter of Credit Application, the Fronting Bank may, in its sole and absolute discretion, agree to issue and renew Fronted Letters of Credit for the account of the Borrower or its Subsidiaries, from time shall be deemed to have used such Lender's Commitment time, on any Business Day, during the Availability Period, and each Lender agrees to purchase risk participations in the obligations of the Fronting Bank under the Fronted Letters of Credit as more fully set forth in Section 2.06; provided that after giving effect to any Credit Extension pursuant to this Section 2.18 subject2.01, however, to the conditions that (a) at no time shall (i) the sum of (A) Total Outstanding Amount shall not exceed the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Aggregate Commitments, and (ii) the aggregate Total Commitment Outstanding Amount of any Lender shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the terms and conditions set forth herein, (x) the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and fully reimbursed and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (iy) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated borrow, prepay or reduced from time to time pursuant to Section 2.12 or Article 7reborrow Loans.

Commitments. In connection with the Transactions, (a) Subject to each of Bank of America and Xxxxx Fargo Bank (in such capacity and together with other Additional Agents appointed in accordance with the terms and conditions hereof and relying upon the representations and warranties herein set forthherein, each Lender agreesan “Initial TLB Lender” and, severally collectively, the “Initial TLB Lenders”) is pleased to advise you of its, several but not joint, commitment to provide 50% and not jointly50%, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier respectively of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding entire aggregate principal amount of all Revolving Credit Loans made the TLB Facility (and hereby commits to provide the corresponding proportion of any increase or differing amounts required as a result of the exercise of the interest rate flex provisions of the fee letter dated the date hereof by all Lenders plus and among us and you, (Bthe “Fee Letter”)), (b) each of Bank of America and Xxxxx Fargo Bank (in such capacity and together with other Additional Agents appointed in accordance with the then current L/C Exposure plus (Cterms herein, each an “Initial TLA Lender” and, collectively, the “Initial TLA Lenders”) is pleased to advise you of its, several but not joint, commitment to provide 50% and 50%, respectively, of the outstanding entire aggregate principal amount of all Competitive Loans made by all Lenders exceed the Term Loan A Facility (iiand hereby commits to provide the corresponding proportion of any increase or differing amounts required as a result of the exercise of the interest rate flex provisions of the Fee Letter) the Total Commitment and (bc) at all times each of Bank of America and Xxxxx Fargo Bank (in such capacity and together with other Additional Agents appointed in accordance with the outstanding terms herein, each an “Initial Revolving Lender” and, collectively, the “Initial Revolving Lenders” and, together with the Initial TLB Lenders and the Initial TLA Lenders, the “Initial Lenders) is pleased to advise you of its, several but not joint, commitment to provide 50% and 50%, respectively, of the entire aggregate principal amount of all the Revolving Facility, in each case on the terms set forth herein and subject only to the satisfaction or waiver of the Limited Conditionality Provisions (as defined below). If the Borrower elects to affect an Existing Credit Agreement Amendment (as defined in Exhibit A), the commitments in respect of the Term Loan A Facility and Revolving Facility shall be reduced and the terms applicable to the Outstanding TLA Loans made by (as defined in Exhibit A) shall be modified, in each Lender shall equal case, as further set forth in clause (d) of Exhibit A. In connection with the product Transactions, each of Bank of America and Xxxxx Fargo Bank is also pleased to confirm that, prior to the date of this Commitment Letter, it has executed and delivered to the Borrower an interim facilities agreement (the “Interim Facilities Agreement”( in respect of (ia) the percentage that its Commitment represents its, several but not joint, commitment to provide 50% and 50%, respectively, of the Total Commitment times (ii) the outstanding entire aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.the

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agreeswith a Tranche A Term Loan Commitment severally agrees to make, severally and not jointlyon the Effective Date, to make Revolving Credit Loans a term loan (each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and maintained as Base Rate Loans until the 10th day following the Effective Date, and thereafter, at any the option of the Borrower, converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 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 and from time this clause (B) shall no longer be applicable), no more than three Borrowings of Tranche A Term Loans to time on and be maintained as Eurodollar Loans may be incurred after the Closing 10th day following the Effective Date and until prior to the earlier 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the Maturity 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 termination second and third of which Borrowings may only be made on the last day of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share Interest Period of the then current L/C Exposure plus first such Borrowing and the amount by which the Competitive Loans outstanding at second such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectBorrowing, however, to the conditions that (arespectively) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed and (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans shall be made by each Lender shall equal the product of (i) the percentage in that its Commitment represents of the Total Commitment times (ii) the outstanding initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of all Revolving Credit Loans made pursuant such Lender on such date (before giving effect to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time any reductions thereto on such date pursuant to Section 2.12 or Article 73.03(b)). Once repaid, Tranche A Term Loans incurred here- under may not be reborrowed.

Commitments. (a) (1) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, having an Initial Term Loan Commitment severally and not jointly, agrees to make Revolving Credit Loans a loan or loans (each, an “Initial Term Loan”) to the BorrowerBorrowers on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at any time and from time to time on and after the Delayed Draw Closing Date and up until the earlier 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 the aggregate shall not exceed $1,425,000,000. Such Term Loans (i) may at the option of the Maturity Date Borrowers be incurred and maintained as, and/or converted into, in the termination case of (x) the 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 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 or Delayed Draw Term Loan Commitment, as applicable, of such Lender, and (iv) shall not exceed in an the aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of Total Initial Term Loan Commitments or Delayed Draw Term Loan Commitments, as applicable. On the Initial Term Loan Maturity Date, all then current L/C Exposure plus the amount by which the Competitive unpaid Initial Term Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectrepaid in full in Dollars. On the Delayed Draw Term Loan Maturity Date, howeverall then unpaid Delayed Draw Term Loans shall be repaid in full in Dollars. For the avoidance of doubt, to the conditions that (a) at no time Term Loans shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may only be terminated or reduced from time to time pursuant to Section 2.12 or Article 7available in Dollars.

Commitments. (a) Subject to Each Lender agrees severally, on the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointlycontained in this Agreement, to make Revolving Credit Loans extend credit to the Borrower, at any time and Borrower from time to time on and after from the Closing Date to the Commitment Termination Date by making funded advances to the Borrower (the "Advances") pursuant to Section 2.4 and until participating in letters of credit issued for the earlier account of the Maturity Date and Borrower (the termination "Letters of the Commitment of such LenderCredit") pursuant to Section 2.9, in an aggregate principal amount not to exceed at any time outstanding not to exceed the amount set forth opposite such Lender's Commitment minus 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 the Register maintained by the Agent pursuant to Section 9.8(c); provided, however, that the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus Advances outstanding, (Bii) the then current L/C Exposure plus aggregate Letter of Credit Amount of all Letters of Credit outstanding and (Ciii) the outstanding aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed $175,000,000 at any time; further provided, however, that the sum of (i) the aggregate principal amount of all Competitive Loans made by all Lenders exceed Advances outstanding, (ii) the Total Commitment Letter of Credit Usage and (biii) the aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed the Borrowing Base at all times any time; and further provided, however, that the outstanding aggregate principal amount of all Revolving Credit Loans made Advances outstanding at any time shall not exceed $100,000,000 (said agreement by each Lender shall equal Lender, subject to the product foregoing provisos, herein called such Lender's "Commitment"). Within the limits of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by each Lender's Commitment, the Borrower may borrow under Section 2.5. The Commitments 2.4, have Letters of Credit issued for the Lenders may be terminated or reduced from time to time pursuant to Borrower's account under Section 2.12 or Article 72.9, prepay Advances under Section 2.7(a), reborrow under Section 2.4, and have additional Letters of Credit issued for the Borrower's account under Section 2.9 after the expiration of previously issued Letters of Credit.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, any Borrower at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and up to the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 Commitment, subject, however, to the conditions that (ai) at no time shall the outstanding aggregate principal amount of all Loans exceed the Total Commitment, (iii) at no time shall the outstanding aggregate principal amount of all Loans made by any Lender exceed the amount of such Lender's Commitment, (iii) at all times, the outstanding aggregate principal amount of all Loans made by each Lender hereunder shall equal the product of (A) the percentage of the Total Commitments that such Lender's Commitment represents and (B) the outstanding aggregate principal amount of all Loans made hereunder, (iv) with respect to Holdings, at no time shall the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure outstanding aggregate amount of the "Extensions of Credit" under and as defined in each of the 364-Day Credit Agreement and the Five-Year Credit Agreement plus (C) the outstanding borrowings and other extensions of credit under other credit agreements or loan agreements to which Holdings is a party, in each case, for the account of, or owing by, Holdings exceed $2,000,000,000 or such different amount reflected in the orders, resolutions and approvals referenced in (i)(A) of the definition of "Holdings Approval Date" and (v) with respect to Oncor, at no time shall the sum of (A) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed plus (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (iiB) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower "Extensions of Credit" under Section 2.5. The Commitments and as defined in each of the Lenders 364-Day Credit Agreement plus (C) the outstanding borrowings and other extensions of credit under other credit agreements or loan agreements to which Oncor is a party, in each case, for the account of, or owing by, Oncor exceed $1,000,000,000 or such different amount reflected in the orders, resolutions and approvals referenced in (i)(A) of the definition of "Oncor Approval Date". Within the foregoing limits, the Borrowers may be terminated borrow, pay or reduced from time prepay Loans hereunder, on and after the date hereof and prior to time pursuant the Maturity Date subject to Section 2.12 or Article 7the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender severally agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Restatement Effective Date and until prior to the earlier Commitment Expiration Date, to make a loan or loans (each, a "Loan" and, collectively, the "Loans") to the Company, which Loans (i) may be made and maintained only in Dollars; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) except as hereinafter provided, may, at the option of the Maturity Date Company, be incurred and the termination maintained as, and/or converted into, ABR Loans or Eurodollar Loans, provided that all Loans made as part of the Commitment same Borrowing shall, unless otherwise specified herein, consist of such Lender, in an aggregate principal amount at Loans of the same Type; and (iv) (x) shall not be made (and shall not be required to be made) by any time 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 not pursuant to this Agreement) to exceed such Lender's the Total Commitment minus as then in effect, (y) shall not be made (and shall not be required to be made) by any Lender if the sum making of such Lender's pro rata share same would cause the Revolving Credit Exposure attributable to the Company (after giving effect to the use of the then current L/C Exposure plus proceeds thereof on the amount by which date of the Competitive Loans 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 deemed made (and shall not be required to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to be made) by any Lender if the conditions that (a) at no time shall (i) making of same would cause the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus then outstanding (B) after giving effect to the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents use of the Total Commitment times (ii) proceeds thereof on the date of the incurrence thereof to repay amounts theretofore outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time this Agreement) to time pursuant to Section 2.12 or Article 7exceed $25,000,000.

Commitments. In connection with the foregoing, (aa)(x) Subject Barclays is pleased to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreesadvise you of its commitments to provide, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier 60% of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus each of the Facilities and (By) BofA is pleased to advise you of its commitments to provide, severally and not jointly, 40% of the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed each of the Facilities (ii) in such capacity, each an “Initial Lender” and collectively, the Total Commitment and “Initial Lenders”), (b) at all times Barclays’ willingness to act as the outstanding aggregate principal amount 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 conditions set forth in this letter and in Annexes I and II hereto (collectively, the “Summary of all Revolving Credit Loans made by Terms” and together with this letter, the “Commitment Letter”) and (c) each Lender shall equal of Barclays’ and MLPFS’s willingness, and you hereby engage each of Barclays and MLPFS, to act as joint lead arrangers and joint bookrunning managers (each, in such capacity, a “Lead Arranger” and collectively, the product “Lead Arrangers”) for the Facilities, and in connection therewith to form a syndicate of lenders for the Facilities (icollectively, the “Lenders”) reasonably acceptable to you. Notwithstanding anything to the percentage that its Commitment represents contrary contained herein, the commitment of the Total Commitment times Initial Lenders with respect to the initial fundings of the Facilities will be subject only to the satisfaction (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given or waiver by the Borrower under Section 2.5. The Commitments Initial Lenders) of the Lenders may 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 terminated or reduced from time 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 time pursuant any Lender as consideration for its participation in the Facilities unless you and we shall agree. You agree further that Barclays will have “lead left” placement on all marketing materials relating to Section 2.12 or Article 7each of the Facilities and will perform the duties and exercise the authority customarily performed and exercised by it in such role, including acting as sole manager of the physical books.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrowermake, at any time and from time to time on and or after the Closing Restatement Effective Date and until prior to the earlier Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Maturity Date Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the termination same Borrowing shall at all times be of the Commitment of such Lendersame Type, (iii) may be repaid and reborrowed in an aggregate principal amount accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding not that aggregate principal amount which, when added to exceed the product of (x) such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that ’s Percentage and (a) at no time shall (iy) the sum of (AI) the outstanding 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 Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Loans made by Loans) then outstanding, equals the Commitment of such Lender at such time and (v) shall not exceed for all Lenders plus at any time outstanding that aggregate principal amount which, when added to (Bx) the then current L/C Exposure plus aggregate amount of all Letter of Credit Outstandings (Cexclusive 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 (y) the outstanding aggregate principal amount of all Competitive Swingline Loans made by all Lenders exceed (iiexclusive 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 Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7such time.

Commitments. (a) Subject to and upon the terms and conditions 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 hereof and relying upon the representations and warranties herein set forth, each Lender agrees, having a Tranche C Term Loan Commitment severally and not jointly, agrees to make Revolving Credit Loans a loan or loans (each a “Tranche C Term Loan”) to the BorrowerBorrower in Dollars, at which Tranche C Term Loans shall not exceed for any time and from time to time on and after such Lender the Closing Date and until the earlier of the Maturity Date and the termination of the Tranche C Term Loan Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/; and Such Tranche C Exposure plus the amount by which the Competitive Term Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) shall be made on the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Effective Date, (ii) may at the Total Commitment option of the Borrower be incurred and (b) at maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided that all times the outstanding aggregate principal amount of all Revolving Credit such Tranche C Term Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche C Term Loans of the same Type, (iii) may be terminated repaid or reduced from time to time pursuant to Section 2.12 prepaid in accordance with the provisions hereof, but once repaid or Article 7prepaid, may not be reborrowed, (iv) shall not exceed for any such Lender the Tranche C Term Loan Commitment, of such Lender and (v) shall not exceed in the aggregate the total of all Tranche C Term Loan Commitments. On the Tranche C Term Loan Maturity Date, all Tranche C Term Loans shall be repaid in full.

Commitments. (a) Subject Pursuant to the terms and conditions hereof and relying upon the representations and warranties herein procedures set forthforth in Section 3 of this Amendment, each Lender agreesexecuting this Amendment consents and agrees to (1) this Amendment and the Amended and Restated Credit Agreement, severally (2) in the case of any Existing Revolving Lender, sell the entire aggregate principal amount of its Existing Revolving Loans and not jointly, to make Revolving Credit Loans Existing Commitments via an assignment (at 100% of par) on the Amendment No. 3 Effective Date pursuant to the BorrowerMaster Assignment and (3) on the Amendment No. 3 Effective Date (or a later date selected by the Administrative Agent its sole discretion), purchase via an assignment (at any time 100% of par) Revolving Loans and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Commitments in an aggregate principal amount at any time outstanding not equal to exceed the amount set forth opposite such Lender's Commitment minus the sum of ’s name on Schedule I to this Amendment (it being understood and agreed that such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time ’s signature to this Amendment shall be deemed to have used be such Lender's Commitment pursuant to Section 2.18 subject, however, ’s written consent to the conditions that assignments described in the foregoing clauses (a2) at no time shall and (3)). Each Lender (i) confirms that it has received a copy of the sum Amended and Restated Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements that have been delivered (Aor are required to have been delivered) under Section 5.01(a) or Section 5.01(b), as applicable, of the outstanding aggregate principal amount of all Revolving Existing Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed 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) agrees that it will, independently and without reliance upon the Total Commitment Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended and Restated Credit Agreement; (iii) appoints and authorizes the 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 powers as are reasonably incidental thereto; and (biv) at agrees that it will perform in accordance with their terms all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given obligations which by the Borrower under Section 2.5. The Commitments terms of the Lenders may Amended and Restated Credit Agreement are required to be terminated or reduced from time to time pursuant to Section 2.12 or Article 7performed by it as a Lender.

Commitments. (ai) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Revolving Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrower, at any time and Borrower from time to time on and after in dollars during the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, Availability Period in an aggregate principal amount at any time outstanding that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a Term Loan (other than New Term Loans) to the Borrower in dollars in a single Borrowing on the Effective Date in the principal amount requested by the Borrower in accordance with Section 2.03 (not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5’s Term Loan Commitment). The Term Loan Commitments of the Lenders may to make the Term Loans (other than the New Term Loan Commitments, which shall be terminated governed by Section 2.04) shall expire on the earlier of (a) the date specified in Section 4.01 in the event that the conditions set forth in Section 4.01 are not satisfied (or reduced from time to time waived pursuant to Section 2.12 9.02) at or Article 7prior to 3:00 p.m. New York City time on such date, or (b) the date of the Borrowings of Term Loans (but immediately after giving effect to such Borrowings) (the “Term Loan Commitment Expiry Date”). Any portion of the Term Loans that is repaid may not be reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the BorrowerStandby Loans, at any time and from time to time (a) on and after the Closing date hereof and on or prior to the Merger Date, to TU and TU Electric, (b) on or after the Merger Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, to TUC, TU Electric and, subject to the satisfaction of the conditions set forth in Section 4.03 and to Section 2.11(d), Enserch and (c) after the Merger Date and until the earlier of the TU Post-Merger Maturity Date and the termination of the Commitment of such Lender, to TU, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment Lendxx'x Xommitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans made to any Borrower and outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.14, subject, however, to the conditions that (ai) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed the Total Commitment, (ii) at no time shall the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product sum of (i) the percentage that its Commitment represents of the Total Commitment times (iix) the outstanding aggregate principal amount of all Revolving Standby Loans and the outstanding aggregate principal amount of all Competitive Loans to Enserch plus (y) the outstanding aggregate principal amount of all Standby Loans and the outstanding aggregate principal amount of all Competitive Loans to Enserch under and as defined in the Facility A Credit Agreement exceed $650,000,000, (iii) at no time shall the outstanding aggregate principal amount of all Standby Loans made pursuant by any Lender exceed the amount of such Lender's Commitment and (iv) at all times, the outstanding aggregate principal amount of all Standby Loans made by each Lender to a notice given by each Borrower shall equal the Borrower under Section 2.5. The Commitments product of (A) the percentage which such Lendxx'x Xommitment represents of the Lenders Total Commitment times (B) the outstanding aggregate principal amount of all Standby Loans made to such Borrower. Within the foregoing limits, the Borrowers may be terminated borrow, pay or reduced from time prepay and reborrow Standby Loans hereunder, on and after the Effective Date or the Merger Date, as the case may be, and prior to time pursuant the Maturity Date or the TU Post-Merger Maturity Date, in the case of TU, subject to Section 2.12 or Article 7the terms, conditions and limitations set forth herein.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, to make Revolving Credit Standby Loans to the Borrower, at any time and from time to time on and after the Closing Effective Date and until the earlier to occur of the Revolving Period Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject2.16, subject however, to the conditions that (a) at no time shall (i) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by all Lenders plus (B) the then current L/C Exposure plus (Cy) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment Commitment, and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Standby Loans made by each Lender shall equal the product of (i) the percentage that which its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Standby Loans made pursuant to a notice given by the Borrower under Section 2.52.04. The Each Lender's Commitment is set forth opposite its respective name in Schedule 2.01. Such Commitments of the Lenders may be terminated modified or reduced from time to time pursuant to Section 2.12 2.11 and Section 2.13(f). Within the foregoing limits, the Borrower may borrow, pay, or Article 7prepay 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. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthof this Agreement, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans advances to the Borrower, at any time and Borrower from time to time on time, subject to the provisions of Section 2.4, from and after including the Closing Date and until the earlier of to but excluding the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding up to but not exceeding the amount of such Lender's Commitment as then in effect; provided, however, (a) the aggregate principal amount of (i) the Revolving Loan outstanding applicable to a Lender shall not at any time exceed such Lender's Commitment minus and (ii) the sum Loan (inclusive of such Lender's pro rata share of obligation to make advances under the then current L/C Exposure plus the amount by which the Competitive Loans Revolving Loan to pay Swingline Advances) outstanding applicable to a Lender shall not at such any time shall be deemed to have used exceed such Lender's Commitment pursuant Commitment, and (b) the aggregate principal amount of the Revolving Loan outstanding applicable to Section 2.18 subjectall of the Lenders shall not at any time exceed the aggregate Commitments. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay, and reborrow hereunder the amount of the Commitments and may establish a Base Rate Balance and Libor Balances thereunder and, until the Maturity Date, the Borrower may Continue Libor Balances established under the Revolving Loan or Convert Balances established under the Revolving Loan as either Libor Balances or Base Rate Balances into Base Rate Balances or Libor Balances, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may from time to time request, and Bank of America may in its discretion from time to time advance (but shall in no event be obligated to advance), revolving loans which are to be funded solely by Bank of America (the "Swingline Advances"); provided, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus the Swingline Advances outstanding at any time shall not exceed ten million Dollars (B$10,000,000) and the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders the Loan outstanding at any time (inclusive of the Swingline Advances) shall not exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all the Commitments and (ii) Bank of America shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day prior written notice given by Bank of America to the Agent and the other Lenders at any time and from time to time (including, without limitation, at any time following the occurrence of a Default or an Event of Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including, without limitation, Bank of America) severally agrees, irrevocably and unconditionally, as provided in the first sentence of this Section 2.1, and notwithstanding anything to the contrary contained in this Agreement, any Default or Event of Default, or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any advance under the Loan contained in Article 7 (which conditions precedent shall not apply to this sentence), to make an advance under the Revolving Credit Loans made Loan, in the form of a Base Rate Balance, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Advances then outstanding, and the proceeds of such advance under the Revolving Loan shall be promptly paid by the Agent to Bank of America and applied as a repayment of the aggregate principal amount of the Swingline Advances then outstanding. Subject to the other terms and provisions of this Agreement, the Borrower may borrow, prepay, and reborrow hereunder the Swingline Advances and may establish a Base Rate Balance and IBOR Balances thereunder and, until the Maturity Date, the Borrower may Continue IBOR Balances established under the Swingline Advances or Convert Balances established under the Swingline Advances as either IBOR Balances or Base Rate Balances into Base Rate Balances or IBOR Balances, as applicable. Each Type of Balance under the Loan advanced by each Lender shall equal the product be established and maintained at such Lender's Applicable Lending Office for such Type of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Balance.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, with a Revolving Commitment severally and not jointly, agrees to make Revolving Credit Loans to the Borrowermake, at any time and from time to time on and after the Closing Restatement Effective Date and until prior to the earlier Final Maturity Date, a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Maturity Date Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the termination same Borrowing shall at all times be of the Commitment of same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) may not be incurred by the Borrower unless if, after giving effect thereto, (A) the Consolidated Senior Debt to Capitalization Ratio is not greater than 50% and (B) the Consolidated Senior Debt to Gross PP&E Ratio is not greater than 120%, (iv) shall not exceed for any such Lender, in an aggregate principal amount Lender at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal which, when added to the product of (ix) such Lender's RL Percentage and (y) the percentage 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, equals the Revolving Commitment of such Lender at such time and (v) shall not exceed for all such Lenders at any time outstanding that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount which, when added to 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 Credit Loans made pursuant to a notice given by Loans) at such time, equals the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Total Revolving Commitment at such time.

Commitments. (a) Subject to Each Lender agrees severally, on the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointlycontained in this Agreement, to make Revolving Credit Loans extend credit to the Borrower, at any time and Borrower from time to time on and after from the Closing Date to the Commitment Termination Date by making funded advances to the Borrower (the "Advances") pursuant to Section 2.4 and until participating in letters of credit issued for the earlier account of the Maturity Date and Borrower (the termination "Letters of the Commitment of such LenderCredit") pursuant to Section 2.9, in an aggregate principal amount not to exceed at any time outstanding not to exceed the amount set forth opposite such Lender's Commitment minus 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 the Register maintained by the Agent pursuant to Section 9.8(c); provided, however, that, during any calendar month, the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus Advances outstanding, (Bii) the then current L/C Exposure plus aggregate Letter of Credit Amount of all Letters of Credit outstanding and (Ciii) the outstanding aggregate amount of unreimbursed drawings under all Letters of Credit shall not exceed the Facility Amount for such month at any time; further provided, however, that, during any calendar month, the sum of (i) the aggregate principal amount of all Competitive Loans made by all Lenders exceed Advances outstanding, (ii) the Total Commitment aggregate Letter of Credit Amount of all Letters of Credit outstanding that were issued at the request of the Borrower and (biii) the aggregate amount of unreimbursed drawings under all Letters of Credit that were issued at all times the outstanding request of the Borrower shall not exceed the Domestic Sublimit for such month at any time; further provided, however, that, during any calendar month (or applicable portion thereof), the aggregate principal amount of all Revolving Credit Loans made by each Lender Advances outstanding shall equal not exceed the product Advance Sublimit for such month (or applicable portion thereof) at any time; and further provided, however, that the sum of (i) the percentage aggregate Letter of Credit Amount of all Letters of Credit outstanding that its Commitment represents were issued at the request of the Total Commitment times THQI and (ii) the outstanding aggregate principal amount of unreimbursed drawings under all Revolving Letters of Credit Loans made pursuant that were issued at the request of THQI shall not exceed $5,000,000 at any time (said agreement by each Lender, subject to a notice given by the foregoing provisos, herein called such Lender's "Commitment"). Within the limits of each Lender's Commitment, the Borrower may borrow under Section 2.5. The Commitments 2.4, have Letters of Credit issued for the Lenders may be terminated Borrower's account under Section 2.9, prepay Advances under Section 2.7, reborrow under Section 2.4, and have additional Letters Credit issued for the Borrower's account under Section 2.9 after the expiration or reduced from time to time pursuant to Section 2.12 or Article 7cancellation of previously issued Letters of Credit.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, (a) each Revolving Lender agrees, (severally and not jointly, ) agrees to make Revolving Credit Loans to the Borrower, at any time and Borrowers in Agreed Currencies from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (A) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Credit Exposure exceeding such Xxxxxx’s Commitment or, (B) 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 or (C) in the case of a Sunrise Certain Funds Advance to the Company, the Sunrise Certain Funds Advance not exceeding the Sunrise Certain Funds Sublimit and (b) each Delayed Draw Term Lender severally, and not jointly, agrees to make one Delayed Draw Term Loan to the Borrowers in Dollars at any time on and after the Closing Date Effective Date, and until the earlier of the Maturity Delayed Draw Commitment Termination Date and the termination of the Delayed Draw Term Loan Commitment of such LenderDelayed Draw Term Lender in accordance with the terms hereof. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share respect of the then current L/C Exposure plus the amount by which the Competitive Delayed Draw Term Loans outstanding at such time shall may not be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7reborrowed.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, of this Agreement (including Article VII): (a) each Lender agrees, severally and not jointlyfor itself alone agrees that it will, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after any Business Day occurring during the Closing period commencing on the Effective Date and until continuing to (but not including) the earlier Commitment Termination Date, make revolving loans (relative to each Lender, its "Revolving Loans") to the Borrower equal to such Lender's Percentage of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus Revolving Loans requested by the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment Borrower pursuant to Section 2.18 subject3.1; provided, however, that no Lender shall be permitted or required to make any Revolving Loan if, after giving effect to the conditions that (a) at no time shall (i) making of such Revolving Loan and to the sum use of (A) the outstanding proceeds thereof, the aggregate principal amount of all Revolving Credit Loans made by outstanding from (i) all Lenders plus would exceed the difference between (A) the Commitment Amount then in effect, and (B) the then current L/C Exposure plus aggregate amount of Letter of Credit Outstandings, or (Cii) such Lender would exceed the difference between (A) its Percentage of the Commitment Amount then in effect, and (B) its Percentage of the then aggregate amount of Letter of Credit Outstandings; and (b) the outstanding Issuer agrees that it will, from time to time 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, 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 principal amount of all Competitive Loans made by all Lenders Letter of Credit Outstandings at such time would exceed the lesser of (i) $50,000,000, or (ii) the Total difference between (A) the Commitment Amount then in effect, and (bB) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal then outstanding. Subject always to the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by terms and conditions hereof, the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time borrow, prepay and reborrow Revolving Loans pursuant to Section 2.12 or Article 7the Commitments.

Commitments. As part of the Recapitalization Transactions, each Backstop Party confirms its several and not joint commitment to purchase on the Closing Date its amount of the aggregate principal amount of the New Second Lien Notes set forth on Schedule 1 (abut not less than such aggregate principal amount) Subject to upon the terms and conditions hereof set forth in this Commitment Letter (as defined below), the Payment Letter (as defined below), the New Second Lien Notes Term Sheet, the TSA and relying the conditions set forth on Exhibit B. Exhibits A and B, together with this letter, are collectively referred to as this “Commitment Letter”. The commitments of all Backstop Parties contemplated by this Commitment Letter are referred to collectively as the “Commitments” and the commitment of any Backstop Party contemplated by this Commitment Letter is referred to as such Backstop Party’s “Commitment”. The transactions contemplated by this Commitment Letter are referred to as the “Transactions”. Notwithstanding anything to the contrary set forth in this Commitment Letter, upon three (3) business days’ written notice from the representations and warranties herein set forthIssuers, each Lender agrees, severally and not jointly, to make Revolving Credit Loans Backstop Party shall fund its Commitment into escrow on the date that is three (3) business days prior to the Borrower, at any time and from time date that the Issuers in good faith expect to time on and after be the Closing Date and until (such date, the earlier “Funding Date”) subject only to satisfaction or waiver of the Maturity conditions set forth on Exhibit B (excluding the conditions set forth in paragraph 1, 5, 6(b) and 8 of Exhibit B and with references to the “Closing Date” deemed to refer to the “Funding Date”); provided, that (a) if the Closing Date has not occurred on or prior to the fifth (5th) business day following the Funding Date, the Issuers shall refund the purchase price proceeds, including accrued interest from the Funding Date through the refund date as if the New Second Lien Notes have been issued on the Funding Date, received from each Backstop Party to such Backstop Party within two (2) business days thereof and (b) for the termination avoidance of doubt, the occurrence of the Commitment Closing Date shall be conditioned on the satisfaction or waiver of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share all of the then current L/C Exposure plus conditions set forth on Exhibit B. If the amount by which Closing Date does occur after the Competitive Loans outstanding at such time Funding Date, then, for purposes of calculating interest under the New Second Lien Notes, the New Second Lien Notes shall be deemed to have used such Lender's been issued on the Funding Date. For the avoidance of doubt, this Commitment pursuant Letter shall not require Non-Sponsor Backstop Parties to Section 2.18 subject, however, purchase the New Second Lien Notes prior to the conditions that (a) at Exchange Offer Consummation Date; provided that, no time later than the third business day prior to such purchase date, each such Non-Sponsor Backstop Party shall (i) confirm in writing the sum availability of (A) funds to cover such Non-Sponsor Backstop Party’s pro rata portion of the outstanding aggregate principal amount of all Revolving Credit Loans made New Second Lien Notes. The rights and obligations of each of the Backstop Parties under this Commitment Letter shall be several and not joint, and no failure by all Lenders plus (B) any Backstop Party to comply with any of its obligations under this Commitment Letter shall prejudice the then current L/C Exposure plus (C) the outstanding aggregate principal amount rights of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender any other Backstop Party; provided that no Backstop Party shall equal the product of (i) the percentage that be required to fund more than its Commitment represents or to fund the Commitment of another Backstop Party in the event such other Backstop Party fails to do so (the “Breaching Party”). In the event a Backstop Party fails to fund its Commitment in whole or in part, each non-defaulting Backstop Party shall have the right, but not the obligation, within five (5) business days after receipt of written notice from the Issuers to all Backstop Parties of such default, to fund such Breaching Party’s Commitment, in whole or in part, in which case such performing Backstop Party shall be entitled to all or a proportionate share, as the case may be, of the Total New Second Lien Notes and the applicable payments as set forth in the Payment Letter (as defined below) that would otherwise be issued and payable to the Breaching Party. You agree that no compensation (other than that compensation expressly contemplated by this Commitment times Letter and the Payment Letter dated the date hereof and delivered in connection herewith (iithe “Payment Letter”)) will be paid in connection with the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7New Second Lien Notes unless you and we shall so reasonably agree.

Commitments. (a) (1) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the 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 in the aggregate shall not exceed $1,072,500,000. Subject to and upon the terms and conditions herein set forth, each Lender having an Delayed Draw Term Loan Commitment severally agrees to make a loan or loan (each, an “Delayed Draw Term Loan”) to the Borrowers at anytime 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 the aggregate shall not jointlyexceed $1,425,000,000. Such Term Loans (i) may at the option of the Borrowers 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 or Delayed Draw Term Loan Commitment, as applicable, of such Lender, 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. (b) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in any Available Currency to the BorrowerBorrowers from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made available in an aggregate principal amount not to exceed (i) $150,000,000 at any time and from time to time on and after the Closing Date and prior to the Delayed Draw Closing Date (or if none, the Revolving Credit Maturity Date) and (ii) $200,000,000 at any time and from time to time on and after the Delayed Draw Closing Date and prior to the Revolving Credit Maturity Date, (B) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (C) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding -87- the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class. Revolving Credit Loans (x) denominated in Dollars may be ABR, LIBOR or EURIBOR Rate Loans, as further provided herein and (y) denominated in any other Available Currency, shall be EURIBOR Rate Loans. Automatically upon the occurrence of the Delayed Draw Closing Date, the Delayed Revolving Credit Commitments shall constitute an increase to the Revolving Credit Facility and shall be added to (and constitute a part of, be of the same Class as and have the same terms as) the Initial Revolving Credit Commitments, and shall be added to each Borrowing of outstanding Revolving Loans and Letters of Credit on a pro rata basis (based on the relative sizes of such Borrowings), so that each Revolving Lender providing such Delayed Revolving Credit Commitments will participate proportionately in each outstanding Borrowing thereunder. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary and to xxxx the Register accordingly to reflect the amendments and adjustments set forth herein. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and until prior to the earlier Swingline Maturity Date, to make a loan or loans (each a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrowers in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the Maturity Date and the termination provisions of the Commitment of such LenderSection 2.1(d), in an aggregate principal amount (iii) shall not exceed at any time outstanding not the Swingline Commitment, (iv) shall not, after giving effect thereto and to exceed such Lender's Commitment minus the sum of such Lender's pro rata share application of the then current L/C Exposure plus proceeds thereof, result at any time in the aggregate amount by which of the Competitive Loans outstanding Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from Holdings, the Borrowers, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or (ii) the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to each Revolving Credit Lender that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by each Revolving Credit Lender pro rata based on each Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, -88- any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of Holdings), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swingline Loan, if consented to by the Swingline Lender (such consent not to be unreasonably withheld, conditioned or delayed), on the earliest occurring maturity date such Swingline Loan shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, reallocated to the conditions tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that (ax) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swingline Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swingline Loans may be reduced as agreed between the Swingline Lender and the Borrowers, without the consent of any other Person. 2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Term Loans or Revolving Credit Loans shall be in a minimum amount of at least the Minimum Borrowing Amount for such Type of Loans and in a multiple of $100,000 in excess thereof and Swingline Loans shall be in a minimum amount of $500,000 and in a multiple of $100,000 in excess thereof (except that Mandatory Borrowings shall be made in the amounts required by Section 2.1(d) and Revolving Credit Loans to reimburse the Letter of Credit Issuer with respect to any Unpaid Drawing shall be made in the amounts required by Section 3.3 or Section 3.4, as applicable). More than one Borrowing may be incurred on any date; provided that at no time shall (i) the sum there be outstanding more than five Borrowings of (A) the outstanding aggregate principal amount LIBOR Loans that are Term Loans and fifteen Borrowings of all LIBOR Loans that are Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5this Agreement. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7.2.3

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Primary Lender agrees, severally and not jointly, to make Revolving Credit Loans to the BorrowerBorrower in Dollars, at any time and from time to time on and after the Original Closing Date and until the earlier of the Maturity Date and the termination of the Primary Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Primary Lender's Primary Commitment minus the sum of such Primary Lender's pro rata share of the then current L/C Exposure aggregate principal Dollar Equivalent Amount of the Pounds Sterling Loans and Canadian Loans made by such Lender plus the amount outstanding Dollar Equivalent Amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 2.18, subject, however, to the conditions condition that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Primary Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount Dollar Equivalent Amount of all Competitive Loans, Pounds Sterling Loans and Canadian Revolving Credit Loans made by all the Lenders exceed (ii) the Total Commitment. During the Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by Period, the Borrower under Section 2.5. The may use the Primary Commitments of the Primary Lenders may be terminated by borrowing, prepaying the Primary Loans in whole or reduced from time to time pursuant to Section 2.12 or Article 7in part, and reborrowing, all in accordance with the terms and conditions hereof.

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (a) to make a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment, (b) if such Lender has so committed pursuant to Section 2.24, to make Incremental Term Loans to the Borrower, in 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 Credit Loans to the Borrower, at any time and from time to time on and or after the Closing Date date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such LenderLender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not to exceed result in such Lender's Commitment minus the sum of ’s Revolving Credit Exposure exceeding such Lender's pro rata share of the then current ’s Revolving Credit Commitment, and (e) to make PF L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions Borrower at any time and from time to 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 (a) at no time shall will not result in (i) the sum of (A) the outstanding PF L/C Loans and the aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current PF L/C Exposure plus (C) exceeding the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed PF L/C Commitments or (ii) the Total Commitment sum of the PF L/C Loans held by the PF Fronting Lender in its capacity as such and the aggregate PF L/C Exposure exceeding the amount on deposit in the Credit-Linked Deposit Account. Within the limits set forth in clauses (d) and (be) at all times of the outstanding aggregate principal amount preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans and PF L/C Loans, respectively. Amounts paid or prepaid in respect of all Revolving Credit Term Loans made by each may not be reborrowed. The PF Fronting Lender shall equal have the product of (i) option, but not the percentage that its Commitment represents obligation, to fund PF L/C Loans on behalf of the Total Commitment times (ii) PF Lenders directly from the outstanding aggregate principal amount Credit-Linked Deposit Account in lieu of all Revolving Credit funding such loans on a fronted basis. Notwithstanding anything herein to the contrary, the funding obligation of each PF Lender in respect of PF L/C Loans made pursuant to a notice given by shall be satisfied in full upon the Borrower under Section 2.5. The Commitments funding of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7its Credit-Linked Deposit.

Commitments. (a) Subject to Each Lender severally agrees, on the terms and conditions hereof and relying upon the representations and warranties herein hereinafter set forth, each Lender agrees, severally and not jointly, to (a) make Revolving Credit Loans 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 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 Xxxxxx’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 and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such there is a Defaulting Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's the Aggregate Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time Amount shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, reduced by an amount equal to the conditions that remainder of (aA) at no time shall such Defaulting Lender’s Commitment Amount minus (iB) the sum of (Ax) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders such Defaulting Lender’s outstanding Advances plus (By) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given cash collateral held by the Borrower under Section 2.5. The Commitments Administrative Agent for the account of the Lenders may be terminated or reduced from time to time such Defaulting Lender pursuant to Section 2.12 or Article 72.16.12.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, each Lender agrees, severally and not jointly, agrees to make Revolving Credit Loans to the Borrowermake, at any time and from time to time on and or after the Closing Restatement Effective Date and until prior to the earlier Maturity Date, a revolving loan or revolving loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Maturity Date Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the termination same Borrowing shall at all times be of the Commitment of such Lendersame Type, (iii) may be repaid and reborrowed in an aggregate principal amount accordance with the provisions hereof, (iv) shall not exceed for any Lender at any time outstanding not that aggregate principal amount which, when added to exceed the product of (x) such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that ’s Percentage and (a) at no time shall (iy) the sum of (AI) the outstanding 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 Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Loans made by Loans) then outstanding, equals the Commitment of such Lender at such time and (v) shall not exceed for all Lenders plus at any time outstanding that aggregate principal amount which, when added to (Bx) the then current L/C Exposure plus aggregate amount of all Letter of Credit Outstandings (Cexclusive 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 (y) the outstanding aggregate principal amount of all Competitive Swingline Loans made by all Lenders exceed (iiexclusive 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 Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7such time.

Commitments. (a) Subject to the terms and conditions hereof of this Agreement and relying in reliance upon the representations and warranties of CapStar and the Borrower herein set forth, each Lender hereby severally agrees, severally and not jointlysubject to the limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to make Revolving Credit Loans lend to the Borrower, at any time and Borrower from time to time on and after during the period from the Closing Date to but excluding the third Anniversary, an aggregate amount not exceeding such 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 until such Lender's Pro Rata Share is set forth opposite its name on SCHEDULE 2.1B annexed hereto and the earlier 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 termination of Loans and the Commitment of such LenderCommitments shall be paid in full no later than the Maturity Date; PROVIDED, in an aggregate principal amount at any time outstanding not to exceed such however, that each Lender's Commitment minus shall expire immediately and without further action on October 31, 1996, if the sum of such Lender's pro rata share of Closing Date has not occurred on or before that date. Anything contained in this Agreement to the then current L/C Exposure plus contrary notwithstanding, the amount by which Loans and the Competitive Loans outstanding at such time Commitments shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, subject to the conditions limitation that (a) at no time shall (i) the sum of Total Utilization (A) excluding the outstanding aggregate principal amount of all Revolving Credit Pool B Indebtedness and after giving effect to any concurrent payment of the Loans made by all Lenders plus (Bwith the proceeds of Loans) shall not exceed the lesser of the Borrowing Base and the Commitments then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed in effect and (ii) the Total Commitment and Utilization (b) at all times after giving effect to any concurrent payment of the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender with the proceeds of Loans) shall equal not exceed the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7then in effect.

Commitments. (a) Subject to the terms and conditions hereof set forth herein and relying upon in the representations Amendment and warranties herein set forthRestatement, (i) each Xxxxxxx X-0 Term Loan Lender agrees, severally and not jointly, agrees to make Revolving Credit Tranche D-1 Term Loans to the BorrowerBorrowers (or, at any time and from time as provided below, to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lenderconvert Tranche C Term Loans) in Dollars, in an aggregate principal amount at any time outstanding not equal to exceed such Tranche D-1 Term Loan Lender's ’s Tranche D-1 Term Loan Commitment minus on the sum of Tranche D-1 Term Loan Effective Date and (ii) 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 pro rata share ’s Tranche D-2 Term Loan Commitment on the Tranche D-2 Term Loan Effective Date. Proceeds of the then current L/C Exposure plus the amount by which the Competitive Tranche D Term Loans outstanding at such time shall be deemed 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 have used the Administrative Agent, that the Tranche D-1 Term Loans required to be made by such Lender's Commitment pursuant to Section 2.18 subject, howeverLender on the Tranche D-1 Term Loan Effective Date shall, to the conditions that (a) at no time shall (i) extent of the sum portion of (A) such Xxxxxxx X-0 Term Loans not exceeding the outstanding aggregate principal amount of 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 be deemed to include such conversion). Without limiting the generality of the foregoing, it is understood that the Tranche D-1 Term Loans into which the Tranche C Term Loans are so converted shall be treated identically to the Tranche D Terms Loans being funded (and not being converted from Tranche C Term Loans) on the Tranche D-1 Term Loan Effective Date and Tranche D-1 Term Loan Commitments shall terminate after the Borrowing of the 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 Revolving Credit other Tranche D Loans made by all Lenders plus (B) and, for these purposes, any Interest Periods for Tranche C Term Loans that are Eurodollar Loans in effect on the then current L/C Exposure plus (C) Tranche D-1 Term Loan Effective Date shall be terminated on the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment Xxxxxxx X-0 Term Loan Effective Date, and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each any such converting Lender shall equal the product of (i) the percentage that be paid accrued interest on its Commitment represents Tranche C Term Loans being so converted, together with any amounts payable under Section 5.05 of the Total Commitment times (ii) Amendment and Restatement, as if the outstanding aggregate principal amount of all Revolving Credit Tranche C Term Loans made pursuant to a notice given by were being prepaid in full on the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7Xxxxxxx X-0 Term Loan Effective Date).

Commitments. (a) Subject On and subject to the terms and conditions hereof and relying upon of this Credit Agreement, (a) each of the representations and warranties herein set forth, each Lender agreesLenders, severally and not jointlyfor, itself alone, agrees to make Revolving Credit Loans in Dollars to the Borrower, at any time and Borrowers on a revolving basis from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of before the Commitment Termination Date in such Lender’s Commitment Percentage of such Lenderaggregate amounts, in an aggregate principal amount at any as the Borrowers may from time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subjectrequest, however, to the conditions that and (ab) at no time shall (i) the sum Fronting Bank agrees to issue, extend and renew for the account of Mont Re one or more standby letters of credit (Aa “Letter of Credit”) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced from time to time before the Commitment Termination Date, (ii) each Lender hereby agrees to issue severally, and for itself alone, Several Letters of Credit at the request of and for the account of Mont Re from time to time before the Commitment Termination Date in such Lender’s Commitment Percentage of such aggregate stated amounts of Several Letters of Credit, (iii) each Lender hereby agrees to purchase Letter of Credit Participations in the obligations of the Fronting Bank under Letters of Credit that are Fronted Letters of Credit as more fully set forth in §2.2, and (iv) with respect to Several Letters of Credit, the Fronting Bank hereby agrees that it shall be severally (and not jointly) liable for an amount equal to its Commitment Percentage plus each Participating Bank’s Commitment 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 Section 2.12 or Article 7this §2.1.1, the sum of the Total Outstandings shall not exceed the Total Commitment.

Commitments. (a) Subject 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 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 hereof and relying upon of, Section 2.1 of the representations and warranties herein set forth, Amended Credit Agreement. (b) Each of the parties hereto hereby agrees that in implementing the Increased Commitments pursuant to this Sixth Amendment that each Lender agrees, severally and not jointly, to make Revolving Credit Loans to the Borrower, at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used 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 Lender's Commitment pursuant interests in the Revolving Loans outstanding on the Sixth Amendment Effective Date, if any, as shall be necessary in order that, after giving effect to Section 2.18 subjectall such assignments and purchases, however, the Revolving Loans will be held by the Lenders (including Increasing Lenders) ratably in accordance with their respective Commitments after giving effect to the conditions Increased Commitments. (c) Each of the parties hereto acknowledges and agrees that (a) at no time shall (i) this Sixth Amendment shall constitute all required notices and requests in connection with establishing the sum Increased Commitments under Section 2.21 of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed Agreement and (ii) the Total Commitment Increased Commitments shall be deemed for all purposes a “Commitment” under the Amended Credit Agreement and (b) at all times the outstanding aggregate principal amount of all each Revolving Credit Loans Loan made by each Lender shall equal the product of (i) the percentage that its Commitment represents in respect of the Total Commitment times (ii) Increased Commitments shall be deemed for all purposes a “Revolving Loan” under the outstanding aggregate principal amount of all Revolving Amended Credit Loans made pursuant to a notice given by the Borrower under Section 2.5Agreement. The Commitments of the Lenders may be terminated or reduced from time to time pursuant to Section 2.12 or Article 7SECTION 4.

Commitments. (a) Subject to and upon the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender agreeshaving an Initial Term Loan Commitment severally agrees to make a loan or loans in Dollars (each, an “Initial Term Loan”) 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) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly, agrees to make Revolving Credit Loans denominated in Dollars to the BorrowerBorrower 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 foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, prior to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus Maturity Date, (B) may, at the then current L/C Exposure plus (C) option of the outstanding aggregate principal amount of all Competitive Borrower be incurred and maintained as, and/or converted into, ABR Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of or LIBOR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) Lenders pursuant to the outstanding aggregate principal amount same Borrowing shall, unless otherwise specifically provided herein, consist entirely of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders same Type, (C) may be terminated repaid (without premium or reduced from penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time pursuant in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to Section 2.12 or Article 7.#89847286v15

Commitments. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forthforth herein, (a) each Initial Term Lender agrees, severally and not jointly, agrees to make Revolving Credit an Initial Term Loan to the Borrower on the Closing Date denominated in dollars in a principal amount not exceeding its Initial Term Commitment (the “Initial Term Facility”), (b) each Supplemental Term Lender severally agrees to make a Supplemental Term Loan to the Borrower on the First Amendment Funding Date denominated in dollars in a principal amount not exceeding its Supplemental Term Commitment (the “Supplemental Term Facility” and, together with the Initial Term Facility, the “Term Facility”), (c) each Incremental Term Lender severally agrees to make one or more Incremental Term Loans to the Borrower, at any time and Borrower as specified in this Agreement denominated in dollars from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Commitment of such Lender, in an aggregate principal amount at any time outstanding not exceeding its Incremental Term Commitment, and (d) each Revolving Lender severally agrees to exceed such Lender's Commitment minus the sum of such Lender's pro rata share of the then current L/C Exposure plus the amount by which the Competitive make Revolving Loans outstanding at such time shall be deemed to have used such Lender's Commitment pursuant to Section 2.18 subject, however, to the conditions that (a) at no time shall (i) the sum of (A) the outstanding aggregate principal amount of all Revolving Credit Loans made by all Lenders plus (B) the then current L/C Exposure plus (C) the outstanding aggregate principal amount of all Competitive Loans made by all Lenders exceed (ii) the Total Commitment and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal the product of (i) the percentage that its Commitment represents of the Total Commitment times (ii) the outstanding aggregate principal amount of all Revolving Credit Loans made pursuant to a notice given by the Borrower under Section 2.5. The Commitments of the Lenders may be terminated or reduced denominated in dollars from time to time pursuant during the 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 result in such Xxxxxx’s Revolving Exposure exceeding such Xxxxxx’s Revolving Commitment (the “Revolving Facility”). Within the foregoing limits and subject to Section 2.12 the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or Article 7prepaid in respect of Initial Term Loans, Supplemental Term Loans or Incremental Term Loans may not be reborrowed.